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The Finance and Funding Guide 2012/13 A concise guide to the types of finance and funding available for business Edited by Jonathan & Melissa Wooller

The Finance and Funding Guide 201213-Harriman

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Page 1: The Finance and Funding Guide 201213-Harriman

The Finance andFunding Guide 201213

A concise guide to the types of finance andfunding available for business

Edited by Jonathan amp Melissa Wooller

HARRIMAN HOUSE LTD

3A Penns RoadPetersfieldHampshireGU32 2EWGREAT BRITAIN

Tel +44 (0)1730 233870Fax +44 (0)1730 233880Email enquiriesharriman-housecomWebsite httphttpwwwharriman-housecom

Published in Great Britain in 2013 by Harriman House

Copyright copy Harriman House Ltd

e rights of Jonathan and Melissa Wooller to be identified as Editors has been asserted inaccordance with the Copyright Designs and Patents Act 1988

British Library Cataloguing in Publication DataA CIP catalogue record for this book can be obtained from the British Library

All rights reserved no part of this publication may be reproduced stored in a retrieval systemor transmitted in any form or by any means electronic mechanical photocopying recordingor otherwise without the prior written permission of the Publisher is book may not be lentresold hired out or otherwise disposed of by way of trade in any form of binding or cover otherthan that in which it is published without the prior written consent of the PublisherNo responsibility for loss occasioned to any person or corporate body acting or refraining toact as a result of reading material in this book can be accepted by the Publisher or by the Editor

2

About this Finance and FundingGuideThis eBook contains a range of articles about the various types of finance and fundingavalable to UK buinesses written by expert professionals within the industry Thesearticles provide a useful introduction to

bull what types of funding are available for UK businessesbull what each type of funding involvesbull whether a type of funding is suitable for your business and your aimsbull how you should prepare before seeking finance

The Finance and Funding Directory201213The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

3

Foreword by Tracy Ewen of IGFBy Tracy Ewen Managing Director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

This guide segments all aspects of finance and funding available both for theconvenience of an individual and an organisation The variety of finance and fundingareas listed in this guide provides myriad solutions to virtually any requirement Anycommercial entity ndash be it a long established company or a new start-up ndash needs toconsider very seriously all the options available to support its financial requirements

In the past when a business needed facilities whether in the form of asset financegeneral capital expenditure or to improve cash flow it naturally turned to thetraditional facilities such as bank overdrafts or loans which were the only optionsavailable

However growing dissatisfaction with these fairly rigid banking options and the failureof some of these options to meet the widening needs of the client means increasinglythat the Finance Industry has needed to devise more varied and robust responses tomeet these requirements The Industry as a whole has undoubtedly matured andstarted to tailor and design its offerings increasingly to the specific requirements of itsclients

As the Finance Industry has expanded over the last few years it has become morecomplex ndash not only in its approach ndash but also through the extensive number of differingproducts and offerings that are available and it is now able to both offer and deliver asophisticated mix-and-match between many alternate areas of funding such asFactoring or Invoice Discounting as well as other cash-flow solutions

In todayrsquos market we are finding that our clients are rarely able to find or indeed wantone-off solutions as they have become increasingly more sophisticated in theirapproach to their companyrsquos finances They have also become aware that bothcompetitive pricing and targeted products offering specific solutions are more likelyto assist with the companyrsquos growth and profitability so it is important that clients andadvisers alike research their options thoroughly to ensure that they address the shortmedium and long-term options for the businesses as a whole

Aside from the usual mainstream options there is now a healthy choice of independentsoperating in the UK today which offer a full range of commercial finance solutionsWhilst they can be less well known compared with high street banks independents

Finance and Funding Directory 201213

4

can often offer more flexible tailor-made financial solutions that may better suit therequirements of a business

Despite the increasing doom and gloom out there in the marketplace the optionsavailable to businesses as a whole have never been better or more diverse Armed witha good proposal properly presented and accompanied with sensible financialprojections combined with good advice from the support professionals there isabsolutely no reason why the products out there cannot provide all the funding thatbusinesses need This guide provides you with the all-important starting point and thechoices and approaches you make from the detailed research provided should enableyou to get the support and funding package that you are seeking

This publication is the start of your journey to success ndash giving you the supportinformation needed for you to make that first step towards a financially healthier andmore secure business

Wishing you all the very best of luck in your research

Tracy Ewen Managing Director IGF Group of Companies 2 Maidstone RoadPaddock Wood Tonbridge

Finance and Funding Directory 2012

5

IntroductionThis guide is divided into the various category listings of finance and funding availablefor UK businesses We have been very lucky in being able to persuade some of theleading professionals who represent differing sections of the finance and fundingindustry to provide some informative in-depth articles which will allow you an insightinto their particular specialist industry along with some tips and guidelines whenapplying for or utilising the services offered We are sure you will find these articlesto be both useful and instructive in your quest for funds

The key to success in raising funding is very much about identifying the different areaswithin your company to which a number of funding options will apply and then mixingand matching between all of them to provide a comprehensive package and solutionspecifically designed to meet your companyrsquos needs

It can be quite surprising how many businesses and individuals are truly unaware ofthe options available to them and in a lot of cases areas ndash such as asset-basedlending ndash can provide out-of-the-box solutions that move beyond the traditionalfinancial and funding offerings

We would strongly urge the use of support professionals such as consulting firmsaccountancy firms legal practices and surprisingly enough insolvency practitioners

Insolvency and legal practices can be particularly useful if a company is financiallystressed and unable to obtain funding from traditional sources without perhapsrestructuring their operation first These organisations can provide valuable advice inputting together the right platform or arrangement thus enabling other aspects of thefunding options available to be brought into play and meet the needs of the companyas a whole

It is often best to write down your financial requirements first as this will allow you topiece together the different areas or segments of funding that will be included in yourproposal It is again also reasonably key to ensure that your financial projections areaccurate so that when making an application or indeed discussing your proposal inthe first instance you are able to provide a clear and concise picture

We do hope that the articles contained within this guide will provide you with anintroduction to the different types of finance and funding that are available for UKcompanies and how to go about obtaining them

Jonathan Wooller Editor

Finance and Funding Directory 201213

6

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

Finance and Funding Directory 2012

7

IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

Finance and Funding Directory 201213

8

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

Finance and Funding Directory 201213

12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

Finance and Funding Directory 2012

19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

Finance and Funding Directory 201213

20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

Finance and Funding Directory 2012

21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

Finance and Funding Directory 201213

42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

Finance and Funding Directory 2012

45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

Finance and Funding Directory 201213

48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

Finance and Funding Directory 201213

50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 2: The Finance and Funding Guide 201213-Harriman

HARRIMAN HOUSE LTD

3A Penns RoadPetersfieldHampshireGU32 2EWGREAT BRITAIN

Tel +44 (0)1730 233870Fax +44 (0)1730 233880Email enquiriesharriman-housecomWebsite httphttpwwwharriman-housecom

Published in Great Britain in 2013 by Harriman House

Copyright copy Harriman House Ltd

e rights of Jonathan and Melissa Wooller to be identified as Editors has been asserted inaccordance with the Copyright Designs and Patents Act 1988

British Library Cataloguing in Publication DataA CIP catalogue record for this book can be obtained from the British Library

All rights reserved no part of this publication may be reproduced stored in a retrieval systemor transmitted in any form or by any means electronic mechanical photocopying recordingor otherwise without the prior written permission of the Publisher is book may not be lentresold hired out or otherwise disposed of by way of trade in any form of binding or cover otherthan that in which it is published without the prior written consent of the PublisherNo responsibility for loss occasioned to any person or corporate body acting or refraining toact as a result of reading material in this book can be accepted by the Publisher or by the Editor

2

About this Finance and FundingGuideThis eBook contains a range of articles about the various types of finance and fundingavalable to UK buinesses written by expert professionals within the industry Thesearticles provide a useful introduction to

bull what types of funding are available for UK businessesbull what each type of funding involvesbull whether a type of funding is suitable for your business and your aimsbull how you should prepare before seeking finance

The Finance and Funding Directory201213The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

3

Foreword by Tracy Ewen of IGFBy Tracy Ewen Managing Director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

This guide segments all aspects of finance and funding available both for theconvenience of an individual and an organisation The variety of finance and fundingareas listed in this guide provides myriad solutions to virtually any requirement Anycommercial entity ndash be it a long established company or a new start-up ndash needs toconsider very seriously all the options available to support its financial requirements

In the past when a business needed facilities whether in the form of asset financegeneral capital expenditure or to improve cash flow it naturally turned to thetraditional facilities such as bank overdrafts or loans which were the only optionsavailable

However growing dissatisfaction with these fairly rigid banking options and the failureof some of these options to meet the widening needs of the client means increasinglythat the Finance Industry has needed to devise more varied and robust responses tomeet these requirements The Industry as a whole has undoubtedly matured andstarted to tailor and design its offerings increasingly to the specific requirements of itsclients

As the Finance Industry has expanded over the last few years it has become morecomplex ndash not only in its approach ndash but also through the extensive number of differingproducts and offerings that are available and it is now able to both offer and deliver asophisticated mix-and-match between many alternate areas of funding such asFactoring or Invoice Discounting as well as other cash-flow solutions

In todayrsquos market we are finding that our clients are rarely able to find or indeed wantone-off solutions as they have become increasingly more sophisticated in theirapproach to their companyrsquos finances They have also become aware that bothcompetitive pricing and targeted products offering specific solutions are more likelyto assist with the companyrsquos growth and profitability so it is important that clients andadvisers alike research their options thoroughly to ensure that they address the shortmedium and long-term options for the businesses as a whole

Aside from the usual mainstream options there is now a healthy choice of independentsoperating in the UK today which offer a full range of commercial finance solutionsWhilst they can be less well known compared with high street banks independents

Finance and Funding Directory 201213

4

can often offer more flexible tailor-made financial solutions that may better suit therequirements of a business

Despite the increasing doom and gloom out there in the marketplace the optionsavailable to businesses as a whole have never been better or more diverse Armed witha good proposal properly presented and accompanied with sensible financialprojections combined with good advice from the support professionals there isabsolutely no reason why the products out there cannot provide all the funding thatbusinesses need This guide provides you with the all-important starting point and thechoices and approaches you make from the detailed research provided should enableyou to get the support and funding package that you are seeking

This publication is the start of your journey to success ndash giving you the supportinformation needed for you to make that first step towards a financially healthier andmore secure business

Wishing you all the very best of luck in your research

Tracy Ewen Managing Director IGF Group of Companies 2 Maidstone RoadPaddock Wood Tonbridge

Finance and Funding Directory 2012

5

IntroductionThis guide is divided into the various category listings of finance and funding availablefor UK businesses We have been very lucky in being able to persuade some of theleading professionals who represent differing sections of the finance and fundingindustry to provide some informative in-depth articles which will allow you an insightinto their particular specialist industry along with some tips and guidelines whenapplying for or utilising the services offered We are sure you will find these articlesto be both useful and instructive in your quest for funds

The key to success in raising funding is very much about identifying the different areaswithin your company to which a number of funding options will apply and then mixingand matching between all of them to provide a comprehensive package and solutionspecifically designed to meet your companyrsquos needs

It can be quite surprising how many businesses and individuals are truly unaware ofthe options available to them and in a lot of cases areas ndash such as asset-basedlending ndash can provide out-of-the-box solutions that move beyond the traditionalfinancial and funding offerings

We would strongly urge the use of support professionals such as consulting firmsaccountancy firms legal practices and surprisingly enough insolvency practitioners

Insolvency and legal practices can be particularly useful if a company is financiallystressed and unable to obtain funding from traditional sources without perhapsrestructuring their operation first These organisations can provide valuable advice inputting together the right platform or arrangement thus enabling other aspects of thefunding options available to be brought into play and meet the needs of the companyas a whole

It is often best to write down your financial requirements first as this will allow you topiece together the different areas or segments of funding that will be included in yourproposal It is again also reasonably key to ensure that your financial projections areaccurate so that when making an application or indeed discussing your proposal inthe first instance you are able to provide a clear and concise picture

We do hope that the articles contained within this guide will provide you with anintroduction to the different types of finance and funding that are available for UKcompanies and how to go about obtaining them

Jonathan Wooller Editor

Finance and Funding Directory 201213

6

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

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IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

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Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

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11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

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on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

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13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

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Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

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capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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Page 3: The Finance and Funding Guide 201213-Harriman

About this Finance and FundingGuideThis eBook contains a range of articles about the various types of finance and fundingavalable to UK buinesses written by expert professionals within the industry Thesearticles provide a useful introduction to

bull what types of funding are available for UK businessesbull what each type of funding involvesbull whether a type of funding is suitable for your business and your aimsbull how you should prepare before seeking finance

The Finance and Funding Directory201213The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

3

Foreword by Tracy Ewen of IGFBy Tracy Ewen Managing Director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

This guide segments all aspects of finance and funding available both for theconvenience of an individual and an organisation The variety of finance and fundingareas listed in this guide provides myriad solutions to virtually any requirement Anycommercial entity ndash be it a long established company or a new start-up ndash needs toconsider very seriously all the options available to support its financial requirements

In the past when a business needed facilities whether in the form of asset financegeneral capital expenditure or to improve cash flow it naturally turned to thetraditional facilities such as bank overdrafts or loans which were the only optionsavailable

However growing dissatisfaction with these fairly rigid banking options and the failureof some of these options to meet the widening needs of the client means increasinglythat the Finance Industry has needed to devise more varied and robust responses tomeet these requirements The Industry as a whole has undoubtedly matured andstarted to tailor and design its offerings increasingly to the specific requirements of itsclients

As the Finance Industry has expanded over the last few years it has become morecomplex ndash not only in its approach ndash but also through the extensive number of differingproducts and offerings that are available and it is now able to both offer and deliver asophisticated mix-and-match between many alternate areas of funding such asFactoring or Invoice Discounting as well as other cash-flow solutions

In todayrsquos market we are finding that our clients are rarely able to find or indeed wantone-off solutions as they have become increasingly more sophisticated in theirapproach to their companyrsquos finances They have also become aware that bothcompetitive pricing and targeted products offering specific solutions are more likelyto assist with the companyrsquos growth and profitability so it is important that clients andadvisers alike research their options thoroughly to ensure that they address the shortmedium and long-term options for the businesses as a whole

Aside from the usual mainstream options there is now a healthy choice of independentsoperating in the UK today which offer a full range of commercial finance solutionsWhilst they can be less well known compared with high street banks independents

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4

can often offer more flexible tailor-made financial solutions that may better suit therequirements of a business

Despite the increasing doom and gloom out there in the marketplace the optionsavailable to businesses as a whole have never been better or more diverse Armed witha good proposal properly presented and accompanied with sensible financialprojections combined with good advice from the support professionals there isabsolutely no reason why the products out there cannot provide all the funding thatbusinesses need This guide provides you with the all-important starting point and thechoices and approaches you make from the detailed research provided should enableyou to get the support and funding package that you are seeking

This publication is the start of your journey to success ndash giving you the supportinformation needed for you to make that first step towards a financially healthier andmore secure business

Wishing you all the very best of luck in your research

Tracy Ewen Managing Director IGF Group of Companies 2 Maidstone RoadPaddock Wood Tonbridge

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5

IntroductionThis guide is divided into the various category listings of finance and funding availablefor UK businesses We have been very lucky in being able to persuade some of theleading professionals who represent differing sections of the finance and fundingindustry to provide some informative in-depth articles which will allow you an insightinto their particular specialist industry along with some tips and guidelines whenapplying for or utilising the services offered We are sure you will find these articlesto be both useful and instructive in your quest for funds

The key to success in raising funding is very much about identifying the different areaswithin your company to which a number of funding options will apply and then mixingand matching between all of them to provide a comprehensive package and solutionspecifically designed to meet your companyrsquos needs

It can be quite surprising how many businesses and individuals are truly unaware ofthe options available to them and in a lot of cases areas ndash such as asset-basedlending ndash can provide out-of-the-box solutions that move beyond the traditionalfinancial and funding offerings

We would strongly urge the use of support professionals such as consulting firmsaccountancy firms legal practices and surprisingly enough insolvency practitioners

Insolvency and legal practices can be particularly useful if a company is financiallystressed and unable to obtain funding from traditional sources without perhapsrestructuring their operation first These organisations can provide valuable advice inputting together the right platform or arrangement thus enabling other aspects of thefunding options available to be brought into play and meet the needs of the companyas a whole

It is often best to write down your financial requirements first as this will allow you topiece together the different areas or segments of funding that will be included in yourproposal It is again also reasonably key to ensure that your financial projections areaccurate so that when making an application or indeed discussing your proposal inthe first instance you are able to provide a clear and concise picture

We do hope that the articles contained within this guide will provide you with anintroduction to the different types of finance and funding that are available for UKcompanies and how to go about obtaining them

Jonathan Wooller Editor

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6

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

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IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

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Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

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12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

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13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

Finance and Funding Directory 201213

26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 4: The Finance and Funding Guide 201213-Harriman

Foreword by Tracy Ewen of IGFBy Tracy Ewen Managing Director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

This guide segments all aspects of finance and funding available both for theconvenience of an individual and an organisation The variety of finance and fundingareas listed in this guide provides myriad solutions to virtually any requirement Anycommercial entity ndash be it a long established company or a new start-up ndash needs toconsider very seriously all the options available to support its financial requirements

In the past when a business needed facilities whether in the form of asset financegeneral capital expenditure or to improve cash flow it naturally turned to thetraditional facilities such as bank overdrafts or loans which were the only optionsavailable

However growing dissatisfaction with these fairly rigid banking options and the failureof some of these options to meet the widening needs of the client means increasinglythat the Finance Industry has needed to devise more varied and robust responses tomeet these requirements The Industry as a whole has undoubtedly matured andstarted to tailor and design its offerings increasingly to the specific requirements of itsclients

As the Finance Industry has expanded over the last few years it has become morecomplex ndash not only in its approach ndash but also through the extensive number of differingproducts and offerings that are available and it is now able to both offer and deliver asophisticated mix-and-match between many alternate areas of funding such asFactoring or Invoice Discounting as well as other cash-flow solutions

In todayrsquos market we are finding that our clients are rarely able to find or indeed wantone-off solutions as they have become increasingly more sophisticated in theirapproach to their companyrsquos finances They have also become aware that bothcompetitive pricing and targeted products offering specific solutions are more likelyto assist with the companyrsquos growth and profitability so it is important that clients andadvisers alike research their options thoroughly to ensure that they address the shortmedium and long-term options for the businesses as a whole

Aside from the usual mainstream options there is now a healthy choice of independentsoperating in the UK today which offer a full range of commercial finance solutionsWhilst they can be less well known compared with high street banks independents

Finance and Funding Directory 201213

4

can often offer more flexible tailor-made financial solutions that may better suit therequirements of a business

Despite the increasing doom and gloom out there in the marketplace the optionsavailable to businesses as a whole have never been better or more diverse Armed witha good proposal properly presented and accompanied with sensible financialprojections combined with good advice from the support professionals there isabsolutely no reason why the products out there cannot provide all the funding thatbusinesses need This guide provides you with the all-important starting point and thechoices and approaches you make from the detailed research provided should enableyou to get the support and funding package that you are seeking

This publication is the start of your journey to success ndash giving you the supportinformation needed for you to make that first step towards a financially healthier andmore secure business

Wishing you all the very best of luck in your research

Tracy Ewen Managing Director IGF Group of Companies 2 Maidstone RoadPaddock Wood Tonbridge

Finance and Funding Directory 2012

5

IntroductionThis guide is divided into the various category listings of finance and funding availablefor UK businesses We have been very lucky in being able to persuade some of theleading professionals who represent differing sections of the finance and fundingindustry to provide some informative in-depth articles which will allow you an insightinto their particular specialist industry along with some tips and guidelines whenapplying for or utilising the services offered We are sure you will find these articlesto be both useful and instructive in your quest for funds

The key to success in raising funding is very much about identifying the different areaswithin your company to which a number of funding options will apply and then mixingand matching between all of them to provide a comprehensive package and solutionspecifically designed to meet your companyrsquos needs

It can be quite surprising how many businesses and individuals are truly unaware ofthe options available to them and in a lot of cases areas ndash such as asset-basedlending ndash can provide out-of-the-box solutions that move beyond the traditionalfinancial and funding offerings

We would strongly urge the use of support professionals such as consulting firmsaccountancy firms legal practices and surprisingly enough insolvency practitioners

Insolvency and legal practices can be particularly useful if a company is financiallystressed and unable to obtain funding from traditional sources without perhapsrestructuring their operation first These organisations can provide valuable advice inputting together the right platform or arrangement thus enabling other aspects of thefunding options available to be brought into play and meet the needs of the companyas a whole

It is often best to write down your financial requirements first as this will allow you topiece together the different areas or segments of funding that will be included in yourproposal It is again also reasonably key to ensure that your financial projections areaccurate so that when making an application or indeed discussing your proposal inthe first instance you are able to provide a clear and concise picture

We do hope that the articles contained within this guide will provide you with anintroduction to the different types of finance and funding that are available for UKcompanies and how to go about obtaining them

Jonathan Wooller Editor

Finance and Funding Directory 201213

6

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

Finance and Funding Directory 2012

7

IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

Finance and Funding Directory 201213

8

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

Finance and Funding Directory 2012

9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

Finance and Funding Directory 201213

10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

Finance and Funding Directory 201213

12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 5: The Finance and Funding Guide 201213-Harriman

can often offer more flexible tailor-made financial solutions that may better suit therequirements of a business

Despite the increasing doom and gloom out there in the marketplace the optionsavailable to businesses as a whole have never been better or more diverse Armed witha good proposal properly presented and accompanied with sensible financialprojections combined with good advice from the support professionals there isabsolutely no reason why the products out there cannot provide all the funding thatbusinesses need This guide provides you with the all-important starting point and thechoices and approaches you make from the detailed research provided should enableyou to get the support and funding package that you are seeking

This publication is the start of your journey to success ndash giving you the supportinformation needed for you to make that first step towards a financially healthier andmore secure business

Wishing you all the very best of luck in your research

Tracy Ewen Managing Director IGF Group of Companies 2 Maidstone RoadPaddock Wood Tonbridge

Finance and Funding Directory 2012

5

IntroductionThis guide is divided into the various category listings of finance and funding availablefor UK businesses We have been very lucky in being able to persuade some of theleading professionals who represent differing sections of the finance and fundingindustry to provide some informative in-depth articles which will allow you an insightinto their particular specialist industry along with some tips and guidelines whenapplying for or utilising the services offered We are sure you will find these articlesto be both useful and instructive in your quest for funds

The key to success in raising funding is very much about identifying the different areaswithin your company to which a number of funding options will apply and then mixingand matching between all of them to provide a comprehensive package and solutionspecifically designed to meet your companyrsquos needs

It can be quite surprising how many businesses and individuals are truly unaware ofthe options available to them and in a lot of cases areas ndash such as asset-basedlending ndash can provide out-of-the-box solutions that move beyond the traditionalfinancial and funding offerings

We would strongly urge the use of support professionals such as consulting firmsaccountancy firms legal practices and surprisingly enough insolvency practitioners

Insolvency and legal practices can be particularly useful if a company is financiallystressed and unable to obtain funding from traditional sources without perhapsrestructuring their operation first These organisations can provide valuable advice inputting together the right platform or arrangement thus enabling other aspects of thefunding options available to be brought into play and meet the needs of the companyas a whole

It is often best to write down your financial requirements first as this will allow you topiece together the different areas or segments of funding that will be included in yourproposal It is again also reasonably key to ensure that your financial projections areaccurate so that when making an application or indeed discussing your proposal inthe first instance you are able to provide a clear and concise picture

We do hope that the articles contained within this guide will provide you with anintroduction to the different types of finance and funding that are available for UKcompanies and how to go about obtaining them

Jonathan Wooller Editor

Finance and Funding Directory 201213

6

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

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7

IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

Finance and Funding Directory 201213

8

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

Finance and Funding Directory 201213

12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

Finance and Funding Directory 201213

14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

Finance and Funding Directory 2012

15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

Finance and Funding Directory 201213

18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

Finance and Funding Directory 2012

19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

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33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 6: The Finance and Funding Guide 201213-Harriman

IntroductionThis guide is divided into the various category listings of finance and funding availablefor UK businesses We have been very lucky in being able to persuade some of theleading professionals who represent differing sections of the finance and fundingindustry to provide some informative in-depth articles which will allow you an insightinto their particular specialist industry along with some tips and guidelines whenapplying for or utilising the services offered We are sure you will find these articlesto be both useful and instructive in your quest for funds

The key to success in raising funding is very much about identifying the different areaswithin your company to which a number of funding options will apply and then mixingand matching between all of them to provide a comprehensive package and solutionspecifically designed to meet your companyrsquos needs

It can be quite surprising how many businesses and individuals are truly unaware ofthe options available to them and in a lot of cases areas ndash such as asset-basedlending ndash can provide out-of-the-box solutions that move beyond the traditionalfinancial and funding offerings

We would strongly urge the use of support professionals such as consulting firmsaccountancy firms legal practices and surprisingly enough insolvency practitioners

Insolvency and legal practices can be particularly useful if a company is financiallystressed and unable to obtain funding from traditional sources without perhapsrestructuring their operation first These organisations can provide valuable advice inputting together the right platform or arrangement thus enabling other aspects of thefunding options available to be brought into play and meet the needs of the companyas a whole

It is often best to write down your financial requirements first as this will allow you topiece together the different areas or segments of funding that will be included in yourproposal It is again also reasonably key to ensure that your financial projections areaccurate so that when making an application or indeed discussing your proposal inthe first instance you are able to provide a clear and concise picture

We do hope that the articles contained within this guide will provide you with anintroduction to the different types of finance and funding that are available for UKcompanies and how to go about obtaining them

Jonathan Wooller Editor

Finance and Funding Directory 201213

6

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

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IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

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8

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

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12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

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13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

Finance and Funding Directory 201213

14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

Finance and Funding Directory 2012

21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 7: The Finance and Funding Guide 201213-Harriman

Factoring and Invoice DiscountingDebt purchase facilities allowing a business to raise finance against invoices raisedA Factoring service combines raising finance with credit control ie the Factor willcollect your outstanding debts on your behalf

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7

IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

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8

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

Finance and Funding Directory 201213

10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

Finance and Funding Directory 201213

12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

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13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

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17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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Page 8: The Finance and Funding Guide 201213-Harriman

IGF ndash SME cashflow assistanceBy Tracy Ewen managing director at IGF httpwwwigfgroupcom the leadingindependent commercial finance company in the UK

Times remain tough for UK firms Company directors and their advisers are workinghard to return to growth however right across the SME market business confidenceremains worryingly low Many SMEs we are speaking to seem hesitant to take on newfinancial commitments in the current environment because they are unsure as to whatthe future might hold and are scared of over-extending themselves Generally we areseeing that industries such as haulage construction and printing are particularlycautious in terms of their predictions for growth this year Having said that a largeproportion of our clients have increased their turnover over the past few months andare predicting at least some growth over the coming year which is a positive sign

Certainly smart entrepreneurs and company directors are right to remain cautiousBanks are still not lending freely to individuals or businesses and yet cash remainsking Although many SMEs are still hoping that the Government will step in and helpease this funding bottleneck the wait for good news in this area is likely to be a longone as SME lending is likely to remain a contentious issue between the banks and theGovernment for the foreseeable future

The National Loan Guarantee Scheme may look like an attempt to address this issuebut the cynics among us might think that if Project Merlin hasnrsquot worked ndash and thisscheme looks like an admission that it hasnrsquot ndash then why would The National LoanGuarantee Scheme be any better

At first glance the Business Finance Partnership also looks like a reasonable way tohelp SMEs to access growth finance However the reality of trying to access fundingfor an average solvent British SME paints a dismally bleak picture Until theGovernmentrsquos words are put into action and unless this happens very soon we cannotexpect much to change

Certainly businesses need to know exactly what sources of finance and credit areavailable and what their cashflow looks like on a week-to-week and month-to-monthbasis Businesses need to know what sources of finance are available to them in orderto take advantage of the improving economic outlook

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8

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

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12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

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13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

Finance and Funding Directory 201213

18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

Finance and Funding Directory 2012

19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

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33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 9: The Finance and Funding Guide 201213-Harriman

Cashflow

Planning your cashflow projections ndash whatever might be happening in the economy ndashis absolutely fundamental If you get it right this process will alert you to any potentialproblems well in advance

There are some simple processes that make it easier for you to get paid Businessesshould make sure all invoices are correct before theyrsquore sent out to ensure thatcustomers have no excuse for not paying You also need a strong process for chasingup your invoices Always balance your credit terms vs your cashflow needs and makesure to tell your potential customers upfront about your credit terms

Also many businesses fail to look out for bad debt This is a mistake ndash the more youcan anticipate and mitigate bad debt risks the more profitable you will be in the longrun In addition donrsquot automatically associate higher sales with better cashflow It issometimes the case that if a large proportion of your sales are offered on credit termswhen sales increase your accounts receivable increase but not your cash

Different borrowing options

The recent economic downturn was caused by a worldwide withdrawal of creditavailability This situation remains a major problem and it has restricted the optionsavailable to SMEs So what are the options

Bank overdrafts have long been the default credit option for most SMEs but post-creditcrunch overdraft borrowing has become scarcer and more expensive An overdraftmay still be worth considering but the deals are not as competitive as they used to beIt may be sensible to look into other options

Businesses might prefer to look to invoice finance This is borrowing money againstyour sales ledger In practice it means cashflow situations improve with every newcustomer signed The two main types of invoice finance Factoring and InvoiceDiscounting are broadly similar in the access they give to funding though Factoringalso includes the outsourcing of the businessrsquo credit control function

With invoice discounting there is less work for an invoice finance company to do Thiswill reduce the administration costs associated with the service provision andultimately this will prove to be a cheaper option

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9

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

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12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

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13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

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Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

Finance and Funding Directory 201213

26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 10: The Finance and Funding Guide 201213-Harriman

Asset Based Lending is another alternative This enables a company to fund the highdebtor levels associated with expansion by unlocking the potential of the assets on itsbalance sheet Any asset may be considered ndash machinery equipment sales invoicesor a whole host of other options With ABL SMEs can ease their cash flow throughregular payments over an agreed period of time

Most importantly do your research and ensure you find the most suitable option foryour company Do not just look to the short term in reviewing your borrowing optionsand managing cashflow but rather be prepared for what may occur months or perhapsyears down the line

Tracy Ewen provides her top tips to improve cashflow

1 Plan plan plan Prepare cashflow projections for next year next quarter andif yoursquore on shaky ground next week

2 The key to managing cashflow is to be aware of any problems as early and asaccurately as possible Financial services providers are wary of borrowers whosuddenly need to have money today

3 Finance problems can often be self-inflicted It seems obvious but companieswhich send out incorrect invoices often find that their customers end upreturning an invoice and requesting a new one

4 Protect yourself against bad debts Bad debt protection cover provides clientswith protection for up to 90 of any loss suffered by reason of the failure of adebtor to pay owing to insolvency or protracted default

5 Balancing credit terms vs cashflow needs is something many businessesstruggle with Be sure to tell your potential customers upfront about yourcredit terms ndash before you provide your product or service

6 Donrsquot always associate higher sales with better cashflow If large portions ofyour sales are made on credit when sales increase your accounts receivableincrease not your cash

7 You may be able to raise cash by selling and leasing back assets such asmachinery equipment computers phone systems and even office furnitureHowever you could lose your assets if you miss lease payments

About IGF

IGF is an independently managed commercial finance company specialising in thesmall and medium sized business market particularly companies from new start upto pound10 million turnover per annum

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10

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

Finance and Funding Directory 201213

12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

Finance and Funding Directory 201213

14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

Finance and Funding Directory 2012

15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

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33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 11: The Finance and Funding Guide 201213-Harriman

Part of the Greater London Enterprise Group of Companies an economic developmentand investment company owned by the London Boroughs IGF was established in 1997and provides working capital funding sales ledger management facilities credit controlservices bad debt protection direct debit facilities debt recovery services payrollfacilities and commercial finance for companies nationwide

httpwwwigfgroupcom

Contacts

Holly Tyzack Rostrum Communications PR Consultant to IGFHollyrostrumprcom +44 (0)207 440 8674

An Introduction to Factoring andInvoice DiscountingInvoice Discounting and Factoring have been around in one form or another sincebiblical times (moneylenders in the Temple) and in the current market both of thesesolutions undoubtedly provide the mainstay of a companyrsquos cash flow requirementsConsequently this sector has replaced traditional overdraft facilities and become thepreferred method for business financing

Factoring is by far the most popular solution available as it not only provides cashbut also ndash if used correctly ndash can reduce the overall overhead costs of the financedepartment Invoice discounting is an alternative way of providing cash with thecompany retaining control of its own finance department and the chasing of debtswhich can be preferred as the clients will not be aware that their debt is beingdiscounted

Factoring ndash The basics

There is a wide choice of factoring providers available in the market ranging from thevery large traditional funders that are attached to the banking community through tothe specialist independent factors that can be far more flexible in their approach

The principal of factoring is quite simple you raise an invoice to your client forproducts or services provided and at the same time as you send the invoice to your

Finance and Funding Directory 2012

11

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

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12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

Finance and Funding Directory 201213

22

Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 12: The Finance and Funding Guide 201213-Harriman

client you apply to your factoring company to have the invoice discounted as per youragreed facility The factoring company will check that the invoice meets therequirements and the conditions that are set against your facility and will normallydiscount the invoice straight away passing the money on to you within 24 or 48 hours

When the invoice becomes due for payment the factoring company will issue yourclient with a statement and carry out all of the credit control procedures includingchasing clients who do not pay on time and the outstanding invoice will be paid bythe client to the factoring company direct Once the funds are received in full by thefactoring company they will release the remaining balance of the invoice owed to youless the agreed fees and charges and the advance already made

Two types of factoring are ldquorecourse factoringrdquo and ldquonon-recourse factoringrdquo whichdiffer mainly in one area only In the case of recourse factoring the factoring companydoes not take on the liability of the debt should the client refuse to pay or go bustwhereas with non-recourse factoring the factoring company accepts certain risks andagrees within the facility to cover these debts It should be noted however that in theevent of a genuine dispute between the business and its client the non-recoursefactoring company is unlikely to pay out In some cases the factoring company willrequire additional protection to be taken out ndash especially in the event that one or moreof the companyrsquos clients represents a high proportion of the overall debtor book

Factoring facilities are often separated from the usual company bank accounts as veryoften the larger institutions will take guarantees that crossover between both bankaccounts and factoring facilities

Advantages of factoringThe company gets the benefit of an initial lump of cash and its debtor book can bediscounted anywhere from 80 to 100 of its total value (although the latter is lessusual and is mainly used in ndash for instance ndash making an acquisition or purchase ofanother company)

You will be able to raise invoices on a daily basis and discount them to the agreedpercentage thus greatly improving cash flow Across the initial payment and theongoing cash flow discounting the company will usually benefit from a large cash sumand be secure in the knowledge that it will receive very fast payment on a fair amountof the invoices that it raises

You will have access to a wide ranging cash flow facility a reduction in cost to yourcredit control side of the business the ability to protect against bad debts ndash dependent

Finance and Funding Directory 201213

12

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

Finance and Funding Directory 201213

14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

Finance and Funding Directory 2012

15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

Finance and Funding Directory 2012

19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

Finance and Funding Directory 201213

20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

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33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

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35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 13: The Finance and Funding Guide 201213-Harriman

on the type of facility you take and access to credit rating facilities to establish thecredit worthiness of your clients at the outset

The Factoring Industry is very competitive and as a result charges and costs are usuallyequally competitive

Disadvantages of factoringDisadvantages may include aspects such as being locked into an agreement for betweenone and two years having persistent bad debts which can affect the amount of cashflow facility available to you also some clients may not like to be chased by a factoringcompany so it is imperative that you explain the arrangements you have made withthe factoring company to your clients

In some cases the factoring company may reduce the level of advance against those ofyour clients that are deemed to be high risk so it is a possibility that over time yourclient which was being discounted to the maximum level may have their percentageadvance reduced because their credit worthiness has reduced and ndash in extreme casesndash the factoring company may refuse to advance against those clients at all

If for any reason the invoice is not paid and depending on whether you have a recourseor non-recourse factoring agreement the value of the invoice could be deducted fromyour overall facility ndash thus restricting the amount of money available for drawdown inthe future

An additional issue is that of concentration which is when one or more clientsrepresent a significant proportion or percentage of the overall total debtor book valueThis can usually be resolved by either reducing the advance on those companiesrsquoinvoices or taking out insurance cover against those clients

A company which has a debtor book with large amounts of disputes or a history ofwrite-offs or badly paying clients will experience a reduction in the amount of fundsa factoring company will be prepared to advance and if it is a serious problem it willprobably result in the factoring company declining to provide a facility

In some cases a company may have too many small invoices in terms of value to collectand this again either restricts the amount that can be advanced or indeed rules out thefacility as it would be too costly for the factoring company to collect

Many UK-based factoring companies will only provide factoring facilities for UK-based companies however there are some specialist independent organisations ndash along

Finance and Funding Directory 2012

13

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

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17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 14: The Finance and Funding Guide 201213-Harriman

with larger banking institutions that provide export factoring ndash so if this is relevant toyou it is important to choose a company which provides export factoring facilities

As a rough guide most factoring companies look for businesses with turnovers inexcess of one hundred thousand pounds and have a reasonable spread of clientsthroughout the entire debtor book Generally they are looking for debts under 90 daysalthough in some cases this can be extended and they are particularly interested inthe type of contracts and contractual conditions that the company applies to its clients

Factoring is not available to retailers or companies who sell directly to the public

Invoice discounting ndash The basics

Invoice discounting is the main cash flow alternative to factoring and is a very effectiveway of improving the immediate raising of cash for a business Again generally thecompany has to have a reasonable level of turnover and this facility is not available toretailers or companies who sell directly to the public

Invoice discounting releases money from the debtor book and can be up to 100 ofthe total debts Unlike factoring the company retains complete control over thereporting and collection of the debts which it chases and collects itself

This option is often favoured by companies who feel uncomfortable with their clientsknowing that they are discounting their ledger and also with some of their clients whomay refuse to accept invoices which are tied into factoring agreements

The invoice discounter will be particularly interested in the quality of the clients andtheir debts and they will instigate a detailed overview of those debtors and usuallyreview the companyrsquos overall strategy and the business procedures and conditions ofcontract that are in place

The invoice discounter will charge an agreed percentage plus an interest paymentagainst each invoice raised These costs will be deducted from their payment and theywill remit the remaining amount to your business When the client pays their invoicethe money you receive has to be paid immediately to the invoice discounter to repaytheir advance less the agreed fee and interest

This process can be repeated time and time again however the invoice discounter willre-evaluate the facility on a regular basis taking into account any delinquent client

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14

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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15

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

Finance and Funding Directory 201213

22

Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

Finance and Funding Directory 201213

26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

Finance and Funding Directory 201213

28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

Finance and Funding Directory 201213

30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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Page 15: The Finance and Funding Guide 201213-Harriman

debts and ndash as with factoring ndash you can choose between recourse and non-recoursefacilities Again this will be subject to specific conditions set by the discounter

In some cases discounters will agree to advance money against specific customers asopposed to the entire debtor book and the main advantage of this is that you only haveto pay the fees and interest agreed on those specific customers It is very importanthowever you ensure that there are no disputes or problems with the customers thatyou discount as there can be significant penalties and costs attached to non-paymentin these instances

Invoice Discounting is typically offered to more established businesses with reasonablebalance sheets who can also demonstrate their ability to undertake credit control andundertake monthly reconciliation Naturally costs are of prime interest to the companyThese normally include interest charges and a service or management fee which iscalculated on an annual basis and will be expressed as a lsquominimum paymentrsquo that yourcompany will have to pay annually regardless of the number of invoices that itdiscounts this fee is usually expressed as a percentage of turnover

As a general rule invoice discounting fees are slightly cheaper than factoring especiallyif yoursquore selective about the number of customers that you are looking to discount

In some cases the discounters will require credit insurerrsquos charges to be levieddependent on the appropriate risk or perceived risk of your client

The process of appointing either a factoring or invoice discounting company willinvolve an initial meeting to discuss the business as a whole the type of clients thecompany has and the overall facilities that are required Usually the discounter willprovide an initial offer in principle subject to due diligence They will then providean offer in writing and outline all charges associated with the facility and in some casescharge a take on fee or charge for carrying out the due diligence and overview

If the offer is accepted by both the client and the factoring or invoice discountingcompany a team will be sent in to carry out due diligence to look at areas such ascontractual arrangements number of clients credit checks etc and will usually take asample of customers to contact direct to ensure that the debt exists and that there areno issues with the products or services that are being provided

After the overview and due diligence has been carried out the offer will be formalisedand upon acceptance and signing of a contract by the client initial monies will bereleased and the facility will begin from the date of signing

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Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

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Finance and Funding Directory 2012

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Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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22

Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 16: The Finance and Funding Guide 201213-Harriman

Certain points regarding the contract should be established from the outset includingthe length of the facility what record the discounter has in debt collection whathappens in the event of a bad debt being incurred or if payment is refused by a clientwhat the percentage is that the discounter is prepared to advance against the debt andwhat happens in the event that the credit worthiness of a client declines over time

One of the key questions to ask is what happens if you want to end the agreementeither at the end of the agreed facility period or more importantly prior to the agreeddate It is quite usual for there to be a penalty should you wish to come out of thefacility early and it is worth agreeing that penalty from the outset

If you ensure from the start that you understand how factoring and invoice discountingworks this can provide a superb way of releasing funds and assisting with cash flowand both have many additional but differing advantages

Factoring and invoice discounting facilities have become more and more sophisticatedover the years and now can be tailored specifically to the clientrsquos needs and in mostcases are far more flexible than overdraft facilities As a company grows the facilitieson offer can provide almost unlimited cash flow providing the client continues to meetall the agreed contractual requirements There is no doubt that these flexible facilitieshave become the preferred choice of the majority of businesses in providing financialsolutions for everyday requirements and if managed properly definitely provide aquality solution for cash flow in todayrsquos marketplace

Data sampleSample of information from the Factoring and Invoice Discounting directory

ABL Resources Ltd PO Box 1231 High Wycombe HP11 9BU 0800 083 9688httpwwwablresourcescom infoablresourcescom

Bank Leumi (UK) plc 20 Stratford Place London W1C 1BG 0207 907 8000httpwwwbankleumicouk infobankleumicouk

Calverton Factors Limited Calverton House 1 Keller Close Kiln Farm MiltonKeynes MK11 3LL 01908 268888 httpwwwcalvertonfactorscoukinfocalvertonfactorscouk

For the full directory of companies in the area of Factoring and Invoice Discountingplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

16

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

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33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 17: The Finance and Funding Guide 201213-Harriman

Finance and Funding Directory 2012

17

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

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33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 18: The Finance and Funding Guide 201213-Harriman

Apex ndash How to choose an auctioneerWith so many auctioneers available it can be tricky to select the right one Choosecarefully and your client will be rewarded with high sales values and smooth serviceduring a stressful time make the wrong choice and risk feeling the wrath of landlordsyour client buyers shipping companies the Health and Safety Executive and the like

The following article is a guide on how to select an auctioneer what to look for andmore importantly what to look out for

Understand your assetsThe first step before drawing up a list of potential auctioneers is to understand theasset class of the items that you are looking to liquidate The internet has spawned ahuge number of specialist (or boutique) auctioneers that focus on certain asset classesAlthough smaller than the traditional big boys these auctioneers will have a captivatedfollowing which can really drive up the potential sales value of the assets whencompared with a general auctioneer

The second area to focus on is quantity If you are looking to send thousands of itemsto auction ndash computer equipment for example ndash this might be beyond the capabilitiesof the boutique auctioneers This is for two reasons Firstly more manpower is neededto catalogue all the equipment so not having enough employees could cause delays inthe project Secondly if the auctioneer is planning to sell online they are going to needto be running a fairly robust system which the majority of the boutique auctioneerscanrsquot afford to do and donrsquot have the expertise for

Finally it is important to understand the potential market for the assets Some morespecialist assets will require global exposure to obtain their true market value Sopicking an auctioneer that has regular experience of marketing to and moreimportantly exporting into foreign countries will be a huge advantage

Site visit and proposalOnce you have shortlisted your potential auctioneers the next step is to invite eachparty to visit the site From here they will typically provide a written proposal In theUK each company will usually be shown around individually with their competitorsremaining undisclosed The US however takes a more open approach by showingaround all interested parties at the same time This is sometimes also used in the UKwhere it is not feasible to carry out multiple visits for example at high security sites

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18

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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22

Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 19: The Finance and Funding Guide 201213-Harriman

Financial optionsThe proposals you receive from your chosen auctioneers may include a set of financialoptions for the sale These could be one or a combination of the following

1 Commission sale ndash This is the most common option and involves the auctioneertaking their fee from the buyer and sometimes the seller This is worked out asa percentage of the hammer price (the price that each item sells for before tax)For example an auctioneer sells an item for pound100 with 15 buyerrsquos premium and5 sellerrsquos commission The buyer will be charged pound115 (plus VAT) and the sellerwill be returned pound95 once the buyer has made payment

2 Guarantee ndash Commonly offered by boutique auctioneers this option guaranteesa defined sales value This is a gamble on the auctioneerrsquos behalf so if the saledoes not reach that value they will have to put their hands in their own pocketsto return the promised amount On the flip side if the sale achieves above thisamount the auctioneer will be looking for a higher sellerrsquos commission on theamount achieved above the guaranteed amount

3 Outright purchase ndash From time to time an auctioneer may offer to buy all of theassets available for a fixed fee The auctioneer will then sell the items from siteor move them into storage

The key to choosing the right option above is in understanding your clientrsquos needs andthe market for the potential assets An outright purchase will provide your client withan immediate cash injection which might be of benefit whereas a commission salewill provide a greater return if you are confident of the appeal of the asset to thepotential market

ExpensesIncluded in the proposal should be a breakdown of the auctioneerrsquos proposed expensesThese expenses are to cover both the marketing and the project management of thesale Some auctioneers may ask for this amount to be paid upfront but typically theseare deducted from the sale proceeds

It is generally frowned upon within the auctioneer community to profit from theexpenses but it is good practice to ensure that your chosen auctioneer will correctlydetail all expenses and not charge for costs that have not been incurred

Site managementWhether the assets are intended to be sold from site or will be moved to the auctioneerrsquospremises there will need to be representatives from the auctioneer at your clientrsquos site

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19

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

Finance and Funding Directory 201213

34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 20: The Finance and Funding Guide 201213-Harriman

It is important therefore to ensure that the auctioneer has the correct health and safetyprocedures in place conducts regular audits and correctly controls any third partieswho will enter the site (buyers transport companies etc)

Sales optionsThere are a few different options auctioneers will offer as a disposal method for theassets you are looking to sell With each one the assets can either remain in theiroriginal location or be moved into storage The choice is down to your clientrsquos needsbut where possible it is best to keep the assets on site so as not to incur transportationand storage costs

ONLINE AUCTION

The most cost-effective sales option is the online auction This involves all assets beingphotographed and catalogued then uploaded to the auctioneerrsquos website or chosensales platform driving potential buyers to the sale over the course of around threeweeks and then finally invoicing the successful bidders

There is no need for the buyers to travel to bid on the equipment so this option enablesthe asset to reach a global audience The success of reaching a global audience will ofcourse depend on the auctioneerrsquos marketing skills

If an auctioneer is offering an online auction as an option it is important to do atechnical assessment of their website or chosen sales platform Important areas toquestion include the capacity of their server procedures they have in place should theirsite go down and how secure the site is ndash for example do they have SSL encryption

Online auctions do have risks the main one being that because bidders are notphysically present in an auction room the risk of rogue bidding is greatly increased Itis important to ascertain what if any measures auctioneers have in place to mitigatethis risk These could include taking deposits from bidders before allowing them tobid and company credit checks These checks can prove invaluable in ensuring a timelyexit from the site as delays can be caused if the auctioneer is having to resell an itemfollowing a buyer defaulting

Depending on the circumstances surrounding the sale an online auction can also beat risk of sabotage from disgruntled ex-employees A good online auctioneer will haveprocedures in place for removing bidders from auctions or preventing certain usersor companies from registering for the auction

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20

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

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21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

Finance and Funding Directory 201213

34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 21: The Finance and Funding Guide 201213-Harriman

PRIVATE TREATY SALE

This option will be offered if the assets to be sold are unusual or of a substantially highvalue for example a complete production line or facility where there is no possibilityof breaking up the asset into smaller components

A private treaty sale will take place over a number of months with interested partiesinvited to submit sealed bids for the assets The marketing approach is typically highlytargeted as there may only be a handful of potential buyers globally Bids are submittedto the seller for consideration and the auctioneer actively negotiates with the interestedparties to attempt to achieve the highest possible sales value

WEBCASTLIVE AUCTION

The final option is a live auction This is where the bidders have to travel to either thesite where the assets are located or the auctioneerrsquos sale room Compared with theonline version expenses will be much higher as the auctioneer will incur a greaterlevel of costs to set up the auction (either through moving the items to their premisesor through having to set up an auction environment onsite)

For some clients this option may not be suitable due to health and safety or securityissues It may also be that the potential sales value does not warrant the increased levelof auctioneer expenses

Some auctioneers will offer a webcast option in addition This is where the auction isbroadcast online through either their website or their chosen sales platform Theadvantage is that the assets are made available to buyers who are not able to physicallyattend the auction on the day

Post-sale activityWith some sales not all assets will be sold on the day Rogue bidders and defaultingbuyers can leave certain items unpaid for so it is important that the auctioner youchoose has procedures in place for selling unsold items after the auction

ReportingUnderstanding the process of the sale at any point can be vital A good auctioneershould be able to provide you with real-time reporting on bidder numbers sales valuecurrent expenses incurred final sales values and the total of the outstanding debtHaving these at your disposal will ensure that both you and your client are constantlyin the loop should any snap decisions be required

Finance and Funding Directory 2012

21

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

Finance and Funding Directory 201213

34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 22: The Finance and Funding Guide 201213-Harriman

An Introduction to Leasing and AssetFinanceLeasing and asset finance is one of the staple forms of funding ndash in particular for plantand machinery and other physical assets that businesses and entrepreneurs are lookingto purchase

Whether it is buying new assets or machinery or indeed refinancing existing plantand machinery to release funds for other activities leasing and asset financeagreements are the ones most usually utilised

Hire purchase agreements are one of the most readily used and recognised facilitieswhich are normally based on a fixed term over a number of years and include therepayment of both interest and capital at the same time At the end of the term youown the asset once it is fully paid for

Leasing assets basically means that you rent or hire the asset over a period of time butnever own it outright In some cases the leasing provider will allow the purchase ofthe piece of equipment for a nominal sum at the end of the term but in most caseswill look to sell on the asset once the finance agreement has ceased

Leasing does have its advantages in a situation where technology is prone to changerapidly and a company will need to upgrade to more modern equipment within arelatively short period of time

Both leasing and asset finance can cover everything from plant machinery cars officefurniture and many other applications Deposits will normally be required and therecan be agreed payment holidays at the front end of any agreement

In addition to high street banks there are plenty of specialist independentorganisations providing these facilities and most manufacturers will already haveagreements in place with finance and leasing providers for their clients to utilise at thetime of purchase

These facilities are flexible and usually cost-effective and can generally be extendedover a payment period ranging from one year up to a maximum of around 10 years Itis important to understand the conditions of any loan agreement especially in the caseof early repayment or default and it is often worthwhile getting a second opinion ndashespecially if the capital sum involved is quite large

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22

Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

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27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

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Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 23: The Finance and Funding Guide 201213-Harriman

Data sampleSample of information from the Leasing and Asset Finance directory

ABN AMRO Commercial Finance plc 1st Floor 15 Devonshire Square LondonEC2M 4YW 0800 077 8547 httpwwwabnamrocommercialfinancecoukenquiriesabnamrocommercialfinancecouk

Bank of Ireland (NI Corporate amp International) 1 Donegall Square South BelfastBT1 5LR 02890 4330 00 httpwwwbank-of-irelandcouk

Capital Solutions Group Ltd Bayheath House Fairway Petts Wood Kent BR5 1EG08448 00 927 httpwwwcsg-leasecouk

For the full directory of companies in the area of Leasing and Asset Finance please seeThe Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

23

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

Finance and Funding Directory 201213

42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 24: The Finance and Funding Guide 201213-Harriman

Commercial and CorporateFinanceStructured Finance for SMEs and Corporate Businesses

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24

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

Finance and Funding Directory 2012

25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 25: The Finance and Funding Guide 201213-Harriman

Leumi ABL ndash Flexible and adaptablefunding for growing businessesBenefits of ABL

As many businesses increasingly seek flexible and accessible funding the popularityof asset-based lending (ABL) has grown as a viable alternative form of financingBusinesses are looking to leverage their assets more to maximise funding and bothbusinesses and their professional advisors now regard ABL as an attractive propositionto assist business growth

ABL can deliver much needed flexibility in a variety of business scenarios Invoicefinance is widely used as an effective way to improve cash flow and by utilising a rangeof assets including stock plant and machinery clients are able to maximise theirfunding lines

A robust product ABL has already proven its reputation within various economiccycles ndash boom or bust Over recent years the continued tightening effect of the creditcrunch has forced changes upon many businesses forcing them to refocus plans andensure they are in the best shape to thrive For businesses experiencing change ABLprovides flexible and alternate financing solutions that work in tune with the business

The reasons for the increasing popularity of ABL are simple As business owners assesstheir balance sheets and look to other assets to raise business finance ABL stands outas a funding tool that can deliver sophisticated solutions for a variety of scenariosincluding improving existing working capital financing growth restructuring fundingan MBOMBI or facilitating MampA plans In addition an ABL proposition is suitedwell to a wide variety of business sectors These include any sort of manufacturinghaulage recruitment wholesale distribution or engineering business

Selecting an ABL provider

Clients must take care to choose the right funding partner for their business This isan important business decision that is critical to both current and future liquidity andthe successful growth of the business

There are several options when looking at providers of ABL Many of the mainstreamclearing banks have an invoice finance division but may not always offer a full ABL

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25

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

Finance and Funding Directory 201213

30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

Finance and Funding Directory 2012

31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 26: The Finance and Funding Guide 201213-Harriman

capability There are also a number of innovative independent providers in the UKmarket who are able to react with speed and agility to the needs of their clients Suchproviders tend to benefit from flatter hierarchies than the dominant banks whichenables decisions to be made quickly making deals certain and deliverable in shorttimescales

Good ABL providers will take a long-term view and leverage the value of their clientsrsquobusiness assets structuring the funding facility to suit the exact business needs of theclient so as to maximise liquidity

Businesses should look for funding providers with a solid track record who candemonstrate excellent client relationship management and support throughout theclientrsquos growth Particularly during periods of economic uncertainty those funderswho can offer stability and solid risk assessment coupled with an innovative andcreative approach to financing are well placed to support the growing numbers ofbusinesses choosing ABL

Where speed is of the essence it is important that businesses select a financing partnerwho has the ability to move quickly Short decision-making lines fast credit approvalsand continuing involvement of the senior team throughout the relationship all pointto an ABL provider who is prepared to pull out all the stops to structure the dealquickly

Trends in the market point to an increasing appetite for multi-facility deals as clientsseek to maximise the funding available Funding providers with the ability to offer afull ABL capability are well placed to support clients through all stages of their growth

Ultimately it is all about fostering excellent relationships All parties to the deal mustbe able to build trust truly understand the clientrsquos business strategy and haveconfidence in the clientrsquos long-term business potential This will facilitate a speedysmooth and straightforward deal process for the right opportunities

Good businesses seizing growth opportunities will require flexible financingarrangements to fuel their growth plans from a provider they can trust and the ABLsector is well placed to assist

Becoming a client

For businesses considering using ABL to support their growth plans what are thepracticalities and what types of information do you need to provide to funders toensure a successful application

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26

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

Finance and Funding Directory 201213

30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 27: The Finance and Funding Guide 201213-Harriman

It may sound obvious but having accurate and up-to-date management informationready to present to potential ABL providers is essential Forecasts including profit andloss balance sheet and cash flow based on sensible assumptions which reflect what isactually happening within your business are very important For example show thatgross profit margins are in line with what is being achieved and if they are differentexplain why this is the case

Forecasts need to be achievable and not over-optimistic It may be advisable to engagethe services of your accountant if necessary to ensure management information andforecasts provide a positive impression of your business and growth ambitions

It is important to research the market and understand the scope of ABL offeringsavailable Be clear about what facilities are required both now and in the future andwhat security structure is to be put in place

Whilst price is important it is not the overruling factor The most important point isto have a funding partner who fully understands your business and the market inwhich you operate This way the ABL provider will be able to take a long-termrounded view of your funding requirements and structure an appropriate facility tomeet your needs

It is always a good idea to meet someone from the operations team ndash ideally the personwho is to be your client manager ndash to ensure this is someone you can work with Ifpossible meet a director too so you know you have direct access to the decisionmakers ABL providers looking to build long-term relationships will be prepared tospend time to get to know your senior management team and board members at anearly stage The best relationships will be based on open communications and trust sothat both parties can work together constructively as your business grows

An Introduction to Commercial andCorporate FinanceCommercial and corporate finance is actually better known as a structured financefacility and most recently as ldquoasset-based lendingrdquo or ABL Effectively ABL providersare the new boys on the block and look to structure commercial and corporate financedeals that stretch across a variety of business assets and requirements so that they canbe tied up in neat and flexible packages

These ABL facilities have become more and more sophisticated over the last few yearsand over and above the normal high street bank offerings there are a number of

Finance and Funding Directory 2012

27

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

Finance and Funding Directory 201213

40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

Finance and Funding Directory 201213

42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 28: The Finance and Funding Guide 201213-Harriman

specialist ABL providers that can put together some fantastic deals for the commercialoperator

Basically the ABL provider looks to mix and match between a number of facilitiesgenerally starting with invoice discounting or factoring This would then be combinedwith other areas of finance such as stock finance requirements additional cash flowfacilities plant and machinery financing and in some cases the provider will even lookto fund the cash flow element of the business to cover salary requirements

The facility provider first and foremost looks at how the business is operated and breaksdown not only the quality and quantity of the customers that the business has but alsolooks ndash in detail ndash at a wide selection of security options against the available assets

Additional term loans may often be provided targeted to support the expansion plansof the business and the facility provider may take additional assets as security outsideof the business itself when available or required

The combination of the various assets provides for a very competitive interest rate andcharging scale and the facility is normally reviewed and renewed on an annual orbiennial basis The longer the facility runs often means that the costs and charges arereduced however there are penalties on the cost of coming out of any agreed facilityearly

This is an excellent way of tying together a selection of funding options into a neatbundle which allows the business to cost the facility going forward and in many casesallows it to expand the funding required to meet pre-agreed growth patterns

The setting up of this type of facility often involves a complete audit taking place whichincludes the valuation of existing assets in a similar exercise to that which takes placewhen setting up a factoring or invoice discounting facility

The ABL provider will often present the company with indicative terms subject to duediligence valuation and audit ndash and at the point this is completed will formalise termsand provide the client with a full contract

It is often the case that the ABL provider will charge a fee to carry out the auditregardless of whether the facility is accepted however it is fairly unusual for the facilitynot be agreed if it gets to the stage of a due diligence exercise

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28

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

29

Banking FinanceTraditional high street business banking facilities

Finance and Funding Directory 201213

30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 29: The Finance and Funding Guide 201213-Harriman

This type of facility is now considered to be one of the foremost and most flexibleopportunities for finance and funding for small medium and large companies alikeIt has certainly been embraced by the finance industry and the differing levels ofsophistication that now exist in providing the type of facilities offered makes for atruly competitive option for all

Data sampleSample of information from the Commercial and Corporate Finance directory

Ahli United Bank (UK) plc 35 Portman Square London W1H 6LR 0207 487 6500httpwwwahliunitedcom infoahliunitedcom

Barclays Bank plc 1 Churchill Place London E14 5HP 0207 116 1000httpwwwbarclayscom

Centric Commercial Finance Ltd 69 Park Lane Croydon Surrey CRO 1JD 0208603 2900 httpwwwcentriccfcom infocentriccfcom

For the full directory of companies in the area of Commercial and Corporate Financeplease see The Finance and Funding Directory 201213(httpwwwamazoncoukdp0857192205)

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29

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 30: The Finance and Funding Guide 201213-Harriman

Banking FinanceTraditional high street business banking facilities

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30

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

Finance and Funding Directory 2012

31

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

Finance and Funding Directory 2012

37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

Finance and Funding Directory 201213

42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

Finance and Funding Directory 2012

45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 31: The Finance and Funding Guide 201213-Harriman

Tollers ndash Funding for SMEs in theirtime of needThe recession shows no sign of abating The financial squeeze upon every businessgets tighter and tighter With constraints on liquidity SMEs need to be aware of thefunding options available to them

The financial product that will be the most appropriate for an SME is not alwaysapparent It is important to consider the practical legal and tax efficiencies of each ofthe funding options before taking the plunge

The first step

The first step for your SME before any decision is made on an appropriate type offinance is the production of a sound and detailed business plan The key for every SMEis preparation Having an acute awareness of your industry and the commercialpressures of the environment it practices in are a must If there are gaps in an SMErsquosknowledge of its own market these will be exposed Inevitably that means adisadvantageous position when it comes to obtaining finance

SMEs need to ensure that any start-up costs associated with a new enterprise orproduct line are considered and that there are enough capital reserves in place to coverprojected expenses It is increasingly difficult to predict how quickly customers aregoing to settle their invoices ndash and unfortunately as the depressing economic climatecontinues to prevail whether they will pay at all

The funding options

There is a range of funding options available each with differing advantages anddisadvantages Here are some of the more popular ones for consideration by an SME

Friends and familyDepending upon the size of facility required turning to friends and family in an hourof need can be seen as an attractive option with the possibilities of relaxed repaymentterms and no interest

However one should never underestimate the ability of even the strongest relationshipsto crumble under the pressure of a financially struggling business

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With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

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32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 32: The Finance and Funding Guide 201213-Harriman

With times being hard do not be surprised if funders from friends and family look tobecome involved in the running of the business Any perceived interference or loss ofcontrol can result in dispute between the parties and a sudden demand for repaymentThis is why it is imperative even if the funder is a relative or a close friend that bothsides seek independent legal advice in the drafting and negotiation of an agreement togovern the loan being given Even the most simple and straightforward agreement forthe lending of finance should be backed up in writing Where equity is offered in returnfor the loan an agreement to cover the relationship between the shareholders is a must

Debt financeThe bank is ordinarily the first port of call for a business and a well-managed overdraftprovides capital for everyday expenses incurred by an SME Following the bankingcrisis the reluctance of banks to provide or extend such facilities has been welldocumented Even so provided an SME can demonstrate a good borrowing history asound business plan and balance sheet banks are beginning to show a greaterwillingness to lend

Inevitably before a bank is willing to enter into a loan an SME will be expected todemonstrate its ability to repay the loan This is where your first step in creating adetailed business plan will be vital

Even if a bank is satisfied and willing to lend the terms on offer will almost certainlybe far less attractive than the business was used to and in some cases prohibitivelyexpensive Further SMEs and owner managers should be alert to disadvantages andcontingent risks arising out of a bankrsquos willingness to lend By way of example theseare likely to include

bull being locked in to a rigid repayment schedulebull penalty clauses for late paymentbull facilities that are repayable on demandbull requests of directors to provide personal guarantees

It is vital that before entering into any agreement an SME ensures the terms on offerare reviewed by a legal professional SMEs need to be fully aware of the impact on thebusiness and the personal liability of interested parties should they be unable tomaintain repayments Depending on the circumstances it is likely that the bank willinsist on an SME taking such advice before it is willing to lend

With such constraints on liquidity the arrival in the money market of lenders willingto provide short-term loans of up to pound10000 in as little as 15 minutes might present

Finance and Funding Directory 201213

32

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

Finance and Funding Directory 2012

45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 33: The Finance and Funding Guide 201213-Harriman

another option where limited funds are required But be warned Compound interestrates are likely to be extortionate and the lenders in question will insist upon thedirectors of the SME providing personal guarantees With interest compounding atestimates of roughly 280 per annum the potential liability of directors is sufficientto deter most Having said that there is a market for such products otherwise theywould not exist Anyone considering entering into such an arrangement should haveits terms and the terms of any personal guarantee scrutinised by a legal professional

Debt factoring and invoice discountingDebt factoring and invoice discounting provide another alternative method of raisingfinance

Debt factoring involves the selling of invoices to a factor The factor pays an advanceon all approved invoices The factor then works on behalf of the business managingthe sales ledger and collecting money owed by customers in respect of the invoicesOnce the customer pays an outstanding invoice the factor will release the remainingbalance less any fees that are payable to the factor

However SMEs should be aware that the factor will not risk bad debts and will oftenseek to reclaim the money advanced to the SME if a customer does not pay

Invoice discounting is a similar way of drawing money against approved invoices Thedifference with factoring is that in an invoice-discounting arrangement the businessretains control over the administration of its sales ledger In return for giving suchcontrol to its customers the invoice discounter will expect the SME to demonstratethe quality of their sales ledger systems and procedures

Equity finance

Equity finance involves the raising of share capital from external investors in exchangefor a share in the business

In the main there are two options as far as providers of equity finance for SMEs areconcerned

1 venture capitalists2 business angels

Equity investors such as these differ from lenders as they do not ordinarily seek fixedinterest or repayment terms The return to the equity investor can be expected to be

Finance and Funding Directory 2012

33

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

Finance and Funding Directory 2012

37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 34: The Finance and Funding Guide 201213-Harriman

paid in dividends and these will be dictated by the performance and profitability ofthe business

However due to the risky nature of the investment SMEs should anticipate the investorto expect a higher potential return than a bank would require or one might expect tosee in more secure forms of investments

Business angels

A business angel is ordinarily an individual or a syndicate willing to invest in a high-growth business in return for an equity stake and some control

The investments on offer tend to be smaller in character than those offered by venturecapitalists Business angels will usually be attracted to a business that is in the earlystages of development or an established business that is looking to grow The businessangel will want to take some control of the business and will offer their own expertiseand knowledge in order to assist in growth

Clearly one of the major advantages of investment from business angels is theexperience skillset and valuable contacts that they ought to bring to the business Theyare also attractive to SMEs because they are likely to take their investment decisionquickly and offer greater flexibility to the SME in terms of the facility offered Thedownside of course is the inevitable loss of control possible interference and the exitplan

Venture capital

In contrast to business angels venture capitalists will be looking to invest larger sumsof money in return for a significant shareholding in the business

A start-up business is very unlikely to be attractive to a venture capitalist so shouldnot expect to be the recipient of this form of investment Venture capitalists will usuallybe looking for businesses that are established and performing strongly Currentperformance alone however will not be enough to attract a venture capitalist It willbe necessary for the business to point to anticipated future growth through a strongbusiness plan before investment is considered

Similarly to a business angel a venture capitalist can bring a wealth of experience andknowledge and ought to be willing and able to assist with business strategy

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34

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 35: The Finance and Funding Guide 201213-Harriman

Having said that just as with a business angel an owner of an SME needs to considerthe effect of the influence of the venture capitalist over its management the loss ofcontrol both immediately and in respect of future strategy the dilution of the existingshareholdersrsquo stakes the exit plan of the venture capitalists and the issues that thebusiness will face as a consequence Furthermore there is no getting away from thefact that a substantial amount of management time can be spent in locating the rightinvestor for the business

Transactions involving a business angel or a venture capitalist must be validlycompleted and will involve significant amounts of legal input Relevant and robustlegal advice is a must for any SME considering entering into these types of investmentsYou can rest assured that the investor through retained lawyers will be looking to drivea hard bargain and the support of your own legal advisor is of critical importance tothe process Your lawyer will be required to protect your position and interests and toensure that any required share allotment is successfully undertaken a robustshareholdersrsquo agreement is in place to govern the relationship with the incominginvestor and the security and loan note documentation is drafted in the best interestsof the SME

Although times are tough it is not all doom and gloom There is a willingness to lendbut as an SME you have to accept that competition for funding from other SMEs ismore intense and even if you are successful that investment is likely to cost youconsiderably more

For those SMEs that can demonstrate a sound balance sheet and a well-constructedbusiness plan funding options remain available As ever there are equity investors stillin the market looking for those prized investment opportunities

So itrsquos tough but if you have a sound business and look for the right source SMEfunding is available Itrsquos just a question of selecting the right option

An Introduction to Banking FinanceFinance and funding provided through the banking institutions is by far the most well-known of financial sources available to the commercial business or the entrepreneurialindividual

Traditionally a bank will offer everything from company overdraft facilities throughto short medium and long-term loans The overdraft is still pretty much flourishingand in regular use however options such as Factoring and Invoice Discounting are

Finance and Funding Directory 2012

35

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

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There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

Finance and Funding Directory 201213

40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

Finance and Funding Directory 201213

42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 36: The Finance and Funding Guide 201213-Harriman

increasingly being offered as alternatives by the banks as a more flexible way ofproviding cash flow facilities

Typically the following different types of finance and funding facilities are availablefrom the banking community

bull Overdraftsbull Bridging Financebull Receivables Funding including Factoring and Invoice Discountingbull Term Loansbull Asset Finance and Leasingbull Commercial Mortgagesbull Fixed Asset Loans etc

Most of these facilities will be covered in the introductions to different sections in thisdirectory however it is useful to cover the two most popular lending areas that banksare well known for the Overdraft and Term Loans

The Overdraft

This option is usually arranged alongside normal existing banking facilities and manycompanies utilise this for their short-term cash requirements Overdrafts are normallylow cost and more importantly highly flexible A bank manager would normally lookto agree a preset facility which is renewable annually and there is usually a fixed chargefor setting up this facility at the outset of around 1 of the total facility value

Interest is paid on the amount of money drawn down on a daily basis which is normallycharged at a certain percentage over the prevailing Bank of England Base Rate ndash usuallymaking this a much cheaper option than a short medium or long term loan as thebalance or advance you are paying interest on should go up and down over the monthlycycle of the business

Unlike other facilities such as Factoring or Invoice Discounting or even a Term Loanthere is generally no cancellation charge for coming out of the facility The overdraftis normally very quick to arrange and can itself be extended to meet additional short-term requirements

The overdraft is normally secured against the businesses assets as well as personalguarantees from the directors and even a debenture charge over the directors personalassets such as their house

Finance and Funding Directory 201213

36

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 37: The Finance and Funding Guide 201213-Harriman

There are other types of overdrafts which are considered to be unsecured howeverthese are increasingly rare and usually only apply to low-level advances or limits onthe overdraft

The interest rate applied to an overdraft is always variable so you do have to be verycareful when assessing the true cost of the facility especially if the bank base rate orinterest charge becomes volatile

The overdraft itself is repayable on demand which basically means the bank can askfor the overdraft to be repaid immediately without having to give any commercialreason whatsoever A forced repayment or withdrawal of the overdraft facility isunlikely unless your company gets into financial difficulties and in most cases thelender will look to reduce the facility over time to allow the borrower a sensibletimeframe to repay the debt Should an organisation however be adjudged to be ahigh financial risk because of for instance an unforeseen commercial event it maybe the case that the lender will ask for immediate repayment

It is best to utilise an overdraft facility in conjunction with a mixture of loans and ifpossible Factoring or Invoice Discounting however a bank will ndash as a general rule ndashreduce your overdraft facility should you start using other cash flow solutions

The overdraft is without doubt the best known and in the past the most well usedmethod of providing short-term funding for your business but the director orindividual needs to keep a constant eye on the overall cost of the facility making surethat they are taking advantage of other more cost-effective options available

Term Loan facilities

These are generally utilised for the acquisition of assets or longer term capitalrequirements or even start-ups

The banking institution will advance a set amount of money over an agreed timeframeeither on a fixed or variable interest rate dependent upon the asset value and theprevailing base rate

There is normally a charge of setting up the loan which can be added to the totalamount borrowed and paid by monthly intervals over periods of between one and tenyears In some cases the term of the loan will be measured against the longer termdepreciating value of the asset concerned and may require a deposit so the amountof the advance by the bank leaves them in a position where in the event of a defaultthey can sell the asset and recover their money

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37

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

Finance and Funding Directory 201213

38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 38: The Finance and Funding Guide 201213-Harriman

In certain cases it may be possible to negotiate a short period of time or a repaymentholiday at the beginning of the loan to help ease the burden of the repayment

As stated interest rates can be fixed or variable so you do have the option of workingout exactly what the repayment costs will be and incorporate these in your financialforecasts Generally the loan is not repayable on demand however there are someoccasions where this can be the case eg on much larger loans and the company willbe required to provide ongoing financial information to the bank to keep themappraised of its performance There may be additional penalties should the companymiss a payment or break other conditions that were laid down by the bank at the outset

In most cases there will be additional security required in the form of personalguarantees or indeed debentures or charges over other assets There may also bepenalties for repaying the loan early normally expressed as a percentage of the totalvalue of the loan

The bank will usually want a full cash flow forecast and supporting evidence that youwill be able to make the payments for the loan out of cash flow They will also requirevaluations on the purchase price of the item for which you require the loan along withindications of what its value will be in terms of depreciation over time

Bank Facilities in General

There are increasingly more and more different types of banks and facilities availablein the marketplace These range from the traditional high street banks through toindependent private and specialist banks that operate in areas such as Islamicbanking ndash which is consistent with the principles of Sharia law ndash and other banks thatspecialise in sectors such as charity healthcare education and ethical banking

Some banks also specialise in providing facilities which are totally internet-based andhave no high street presence at all

The banking community is becoming increasingly wide in its offerings and has nowmoved into other areas such as pensions mortgages insurance and life cover howeverthe core values of the banks still remain and that is to provide short medium and long-term banking and loan facilities for commercial organisations and private individuals

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38

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 39: The Finance and Funding Guide 201213-Harriman

Data sampleSample of information from the Banking Finance directory

ABC International Bank plc Arab Banking Corporation House 1-5 MoorgateLondon EC2R 6AB 0207 776 4000 httpwwwarabbankingcom

BACB (British Arab Commercial Bank) 8-10 Mansion House Place London EC4N8BJ 0207 648 7777 httpwwwbacbcouk enquiriesbacbcouk

C Hoare amp Co 37 Fleet Street London EC4P 4DQ 0207 353 4522httpwwwhoaresbankcouk

For the full directory of companies in the area of Banking Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

39

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

Finance and Funding Directory 2012

45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 40: The Finance and Funding Guide 201213-Harriman

Property FinanceLong term property finance for all types and classes of property

An Introduction to Property FinanceCommercial Property Finance has ndash particularly for new property developments ndashproved to be very difficult to acquire in recent years A lot of the main high street bankshave shied away from funding the larger property developments given that values havedropped massively however there are still some organisations with an appetite toprovide this type of funding

Property funding is usually broken up into several sections which includeCommercial Residential and Sale and Leaseback In the case of Commercial andResidential new builds the funder will often require a reasonably sized contributiontowards the building programme the same applies to land acquisition ndash and certaintargets are often set for drawdown of the agreed funds such as planning permissioncompletion of the foundations and signoff of the project as a whole

It is often the case with new builds that the lender is able to be more flexible in theterms they offer if it can be demonstrated that there is an initial demand or appetitefor the purchase of parts of the new build and that deposits can be acquired

Sale and leaseback for both commercial and residential properties has become verypopular ndash especially where significant portfolios are being built up to generate viablerental returns over a sustained period of time Usually lenders will advance between60 and 70 of the estimated value of the property and will also take into accountthe amount of rent that has been generated over time

In addition to the traditional institutional lender there are a lot of investmentconsortiums high net worth individuals and other independent lenders looking forquality opportunities to fund It is therefore well worth casting around the marketplacewith a suitable information memorandum to see how big an appetite there is Thereare also many builders and construction specialists who are very willing to enter intoa joint-venture partnership to build a property ndash especially if the land is already paidfor Again it may be possible to find a construction offer on the back of a delayedpayment agreement with the joint-venture building partner

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40

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

Finance and Funding Directory 2012

45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 41: The Finance and Funding Guide 201213-Harriman

On existing properties where perhaps the commercial business wishes to release fundson property that it already owns or partly owns the option of a sale and leasebackagreement can prove to be very useful Selling the property to an institution and thenagreeing to lease or rent it back over an agreed period of time for a set amount ofmoney can release significant funds for the business Any lender in this area will belooking at the rental covenant to ensure that the business or individual will be rentingthe property over time and it is a good idea to employ a specialist solicitor to ensurethat you are not tied into any contract that has ownerrsquos clauses which may disadvantageyou in the future

There are still plenty of organisations institutions and investors prepared to lend oncommercial and residential property and specialist companies that will look to providesale and leaseback facilities The market however has tightened somewhat in not onlythe percentage that it will lend against value but also in their charges and interest ratesThe lenders will be particularly keen on establishing not only the market price of theproperty but also the sale price they will get in the event that they have to sell quicklyto recover their money This usually leads to a much lower percentage that they areprepared to advance however if additional security can be given this amount can begreatly increased

There are specialist property brokers available in the marketplace who know all of thecompanies and the conditions that they tend to apply A good place to start is with anorganisation called the NACFB (the National Association of Commercial FinanceBrokers) who operate through a strict code of practice and have some very experiencedmembers who will be able to assist The use of a specialist lawyer is also advisable whenlooking at sale and leaseback options and specific contracts

Data sampleSample of information from the Property Finance directory

Aareal Bank AG 38 Lombard Street London EC3V 9BS 0207 456 9200httpwwwaareal-bankcom PaulStoneaareal-bankcom

Bank of Cyprus PO Box 17484 87 Chase Side London N14 5WH 0845 850 5555httpwwwbankofcypruscouk customerservicesbankofcypruscouk

Catalyst Securities Ltd 20 Ralli Courts West Riverside New Bailey StreetManchester M3 5FT 0161 838 3888 httpwwwcatalystseccomenquiriescatalystseccom

For the full directory of companies in the area of Property Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

41

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

Finance and Funding Directory 2012

45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 42: The Finance and Funding Guide 201213-Harriman

Trade FinanceTrade and transactional funds global trade often utilising instruments such asletters of credit

An Introduction to Trade FinanceTrade Finance instruments are used all over the world and the most common exampleof this would be the standard Bank Letter of Credit Basically Trade Finance allowsthe purchaser of a product to provide a guarantee to the manufacturer or supplier ofthe product that they will be paid once the goods have been shipped andor receivedat the point of delivery

Trade Finance is often utilised along with factoring or invoice discounting and iseffectively finance to assist a company in paying for goods and help with cash flowThere are many specialist companies in the marketplace such as the large high streetbanks and many factoring and invoice discounting companies have a specialist Trade

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42

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 43: The Finance and Funding Guide 201213-Harriman

Finance Division which will be linked in with the factoring and invoice discountingfacilities that they are already providing

In many cases credit insurance will be required to ensure that should there be anyproblem with the goods on arrival or a delay or the goods are damaged or lost duringtransit that the Trade Finance House would be guaranteed to receive back the moniesthat it has advanced

Trade credit insurance can be expensive and often relies upon the credit rating of themanufacturer supplier or agent concerned so in some cases it can be difficult toobtain However the Trade Finance House may structure a particular deal where thegoods are checked onsite and a part payment is made and then the goods are checkedagain on delivery and the remainder of the funds are released

In many cases the Trade Finance House will effectively take ownership of the goodsfor the period of time that they are advancing the money When the goods are receivedchecked and delivered they will then release title deducting interest and chargesaccordingly

The combination of utilising a trade finance facility and mixing this with a factoring orinvoice discounting facility can make for a very powerful cash flow solution for acommercial business that is either importing or exporting Problems in the past haveoccurred with issues arising from the credit insurance having been reduced or withdrawndue to market conditions and a few years back there were a number of instances wheresome of the larger credit insurance houses pulled out of the market altogether

There are today quite a number of participating insurers and the best method ofputting together a package is to approach the Trade Finance House direct they willarrange for the funding facility and also the insurance

Set up properly a trade finance facility can really enhance a companyrsquos ability toincrease its turnover levels and profitability Undoubtedly the key to this facilityworking is the quality of the goods being provided ndash it is therefore necessary to ensurethat at all stages the safety and integrity of the goods are monitored rigorously so thaton receipt there are no problems with quality or the need to return the goods

It is very important that both the buyer and the seller are fully conversant with theconditions of the Trade Finance contract and know precisely what the penalties are inthe event of a problem or delays in repayment of the facility If this facility is usedeffectively it is an excellent way of addressing cash flow problems and as a resultincreasing profitability

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43

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 44: The Finance and Funding Guide 201213-Harriman

Data sampleSample of information from the Trade Finance directory

Atlas Credit PO Box 249 Shipley West Yorkshire BD18 4WQ 0845 230 4414httpwwwatlascreditcouk adminatlascreditcouk

Bank of London and the Middle East Sherborne House 119 Cannon Street LondonEC4N 5AT 0207 618 0000 httpwwwblmecomleasefinblmecomtradefinblmecom

Conance Ltd Hatherley House 15-17 Wood Street Barnet Hertfordshire EN5 4AT0208 449 4141 httpwwwconancecouk adminconancecouk

For the full directory of companies in the area of Trade Finance please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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44

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

Finance and Funding Directory 201213

50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

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53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

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56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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59

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 45: The Finance and Funding Guide 201213-Harriman

Bridging FinanceShort term property finance normally on a lsquoclosedrsquo basis ie with exit confirmedvia sale or refinance

An Introduction to Bridging FinanceBridging finance is a very well-established and well-known form of finance facility Itis normally utilised for the property and land acquisition marketplace where funds arerequired for a very short period of time to bridge the gap between the placement of adeposit and securing a mortgage facility

Typically a bridging finance facility will be put in place for a period of between threeto six months and in very extreme circumstances up to a year Charges tend to varyconsiderably and it is without doubt a very expensive facility normally attractingbetween 15 and 3 per month in interest plus facility charges and take on fees

There are usually two types of facility one which is referred to as an lsquoopen bridgersquo andthe other as a lsquoclosed bridgersquo The difference between the two is that with the closedbridge repayments or the sale of a property have already been agreed through a thirdparty thus guaranteeing the repayment of the loan

Whilst this facility is a very flexible form of finance it attracts severe penalties if theterm of lending is exceeded and in the event of default the interest rate charged on amonthly basis rises exponentially

Normally the amount of the facility will be expressed as a percentage of either the marketrate or a forced sale rate With the forced sale rate this can be based on a 90-day auctionvalue of the property which is significantly below what the market rate would be

There can also be early repayment charges of around 1 so it is important to ensurethat you get right the period of time that you require the facility for

Bridging finance houses can normally react very quickly to provide the funds requiredwhich is especially useful in the case where you are looking to acquire property in anauction environment Facilities can be pre-agreed thus allowing the purchaser to workwithin a given budget

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45

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

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47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

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55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

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57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

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58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

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60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

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63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

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64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

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65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

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67

Page 46: The Finance and Funding Guide 201213-Harriman

It is very important to note that these facilities are for short-term use only and if enteredinto they can prove to be totally unsuitable for medium or long-term requirementsbecause of the high costs involved

Data sampleSample of information from the Bridging Finance directory

Affirmative Finance 7-9 St James Square Manchester M2 6XX 08701 123 111httpwwwaffirmativefinancecouk enquiriesaffirmativefinancecouk

Bespoke Bridging Finance Ltd PO Box 62 Stanmore Middlesex HA7 3QB 020 89543484 httpwwwbespokeloanscom Leebbfplccom

Cheval Victoria House 49 Clarendon Road Watford Hertfordshire WD17 1HP 0844800 3200 httpwwwchevalcouk infochevalcouk S

For the full directory of companies in the area of Bridging Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

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46

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

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48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

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49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

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50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 47: The Finance and Funding Guide 201213-Harriman

Equity FundingDirect Investment Instruments

Finance and Funding Directory 2012

47

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

Finance and Funding Directory 201213

48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

Finance and Funding Directory 201213

50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

Finance and Funding Directory 201213

52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 48: The Finance and Funding Guide 201213-Harriman

Asclepios Bioresearch ndash New sourcesof life science and biotech fundingHow did we get to where we are

Where has all the life science and biotechnology funding gone The level of investmentavailable today is greatly diminished relative to even five years ago What has happenedto create such a capital drought Were bad investments made Almost certainly Havelosses been incurred Without a doubt Were valuations and revenue projections overoptimistic Clearly yes Were the wins big enough In a few cases yes

As the Spanish philosopher George Santayana noted ldquoThose who cannot rememberthe past are condemned to repeat itrdquo In short for todayrsquos demanding economic tradingconditions as well as the challenges of the future a better way to raise capital and investmust be found That clearly raises a difficult question is there a better way

What are the alternatives There are two distinct sources of alternative private equitycapital available in the UK

The first alternative

The first source is wealthy private individuals (termed lsquohigh net worth individualsrsquo orHNWIs by the UK financial regulator) who are increasingly stimulated by the capitalgains potential of private equity within their overall financial portfolios Many arebored of the endless debate about the merits of added value active fund managementversus lower cost index tracking Many such individuals have a very clearunderstanding of what they want to achieve (after all that is probably a large part ofwhat has made them wealthy in the first place) and have sought out specialist financialadvisors that equally understand the gains potential of private equity

This is the difference between what is termed wealth creation and wealth preservationPrivate equity offers the potential for very significant returns and HNWIs have beenfound to be comfortable with holdings of between pound250000 and pound25 million (or more)in projects that offer the potential to return five or ten times their capital over short tomedium time periods

Finance and Funding Directory 201213

48

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

Finance and Funding Directory 201213

50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

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52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 49: The Finance and Funding Guide 201213-Harriman

Turning pound250000 into pound2500000 in a tax-efficient manner is true wealth creation thatcould otherwise take a lifetime with the FTSE100 or mid-cap holdings However thisbecomes exponentially attractive to high net worth individuals and their advisors whena private equity transaction also offers a negative outcome hedge This is a combinationthat has historically proven to be challenging to provide however it is a core focus ofAsclepios Bioresearch

So what exactly is an HNWI In order be classified as an HNWI a person must havein the 20112012 tax year either a gross income of more than pound150000 andorinvestment assets of more than pound500000 Such individuals represent less than 2 ofthe UK population according to recent data Americans or individuals that file a UStax return are prohibited from investing into UK centric offers regardless of theirincome or asset wealth

The second alternative

So what of the second alternative source This is profitable companies trading withinthe UK paying UK Corporation Tax Such companies can be both lsquohigh net worthcompaniesrsquo (a company with called-up share capital or net assets of more than pound5million or pound500000 if the company has more than 20 members) or simply profitableUK-trading companies listed or private

For such companies investment into biotechnology and life sciences intellectualproperty can enable the company to achieve a range of objectives For example moreand more companies are committing to significant CSR (corporate socialresponsibility) policies Asclepios has already enabled a number of companies to makesignificant investments into intellectual property that is in accordance with their CSRpolicy

Equally a company could seek to hedge its trading activities For example a companythat makes certain food products could seek to invest in anti-obesity drugsFundamentally the potential profits of such an investment could enable the companyin the future to make significant corporate donations to charities or indeed found theirown charitable foundation However finance directors need not panic ndash such aninvestment can also make hard commercial sense since if the investment is correctlystructured it can also offer the company a deduction against UK Corporation Tax

Finance and Funding Directory 2012

49

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

Finance and Funding Directory 201213

50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

Finance and Funding Directory 201213

52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

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62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 50: The Finance and Funding Guide 201213-Harriman

An Introduction to Equity FundingRaising funding for a business utilising Equity Funding or if you prefer ndash the sellingof a proportion of the companyrsquos ordinary shares ndash is a well tried and tested methodThe amount required and indeed the size of the company concerned will ultimatelydictate the amount of equity that will have to be forfeited in exchange for the requiredfunds

If yoursquore a small company seeking relatively low levels of funding it can prove to bequite expensive in terms of the amount of shares (equity) that you will have to giveaway to raise the money and in most cases the proportion of shares offered up will becalculated on the perceived and actual value of your company So in other words theless valuable your company the more equity you will have to give up

For the middle or larger sized company issuing equity to fund growth or the takeoverof another business is a well-established practice Listing the company on one of therecognised stock markets such as AIM or the Full Market will require the assistanceof a Nominated Adviser (NOMAD) and also a regulated broker Both of these arehighly experienced and will be licensed to carry out the share issues and will assistwith identifying potential investors and the production of a prospectus or informationmemorandum Such a flotation is very heavily regulated and normally quite costly toinstigate therefore it is only usually undertaken to raise significant sums of money forthe business

In the case of a flotation monies can also be raised prior to the flotation and these arereferred to normally as pre-IPO funds Special conditions are attached to these pre-IPO funds and allow for additional returns for the funder to reflect the level of riskthat is involved if the flotation does not go ahead

For the smaller company there are lesser markets which are equally less regulated fromwhich smaller sums can be raised and the cost of doing so is much less than going fora main market flotation

A private placement or funds coming from individual investors without a flotationtaking place can often keep costs down The most regular form of equity investmenttends to come from a number of different sources which include venture capitalhouses investment trusts investment consortiums or high net worth individuals Inmany cases these types of investment will utilise a mixture of debt and equity fundingwhere the debt is repaid over a fixed amount of time with the capital sum payable atthe end of the loan facility and interest being paid on a quarterly or annual basis

Finance and Funding Directory 201213

50

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

Finance and Funding Directory 201213

52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 51: The Finance and Funding Guide 201213-Harriman

Venture capital and private investment has become much more widely available andthe level of equity demanded has always been reflected in the perceived risk or upsidethat the equity investor can expect

The issuing of new shares is also a mechanism by which a company can look to raisefunds to buy out other organisations and it is quite a usual practice for a companyseeking to acquire a competitor to offer up a proportion of its own shares as paymentfor the acquisition

There are various classes of equity shares that can be put into play and these includeanything from preference shares through to preferred ordinary shares and manyvariances of the same It is absolutely essential for the business intent on raising fundsvia equity investment to take detailed professional advice from specialist accountantsand lawyers and the issue of valuation should be addressed right at the beginning toensure that the level of equity funding sought can be raised against a reasonable levelof equity shares to be sold

It is a general rule of thumb that the earlier a company seeks equity investment themore costly it will be given that the value of a company at an early stage is generallyquite low However in the case of an innovative product or similar it can very muchbe the case that a venture capital house or other equity investors will consider investinglarge sums of money for a relatively small proportion of equity gambling on the factthat the product and the company will become extremely valuable over time

Equity investment is not to be taken lightly because you are effectively giving away(selling) part of your company Throughout the lifespan of a company it is often thecase that you can borrow and repay money many times over during a period of thecompanyrsquos growth however once yoursquove given away shares in your business and soldyour equity it is very difficult to undo that action

Data sampleSample of information from the Equity Funding directory

AAC Capital Partners 1 Carey Lane London EC2V 8AE 0207 187 3000httpwwwaaccapitalpartnerscom infoaaccapitalpartnerscom

BP Marsh amp Partners PLC 2nd Floor 36 Broadway London SW1H 0BH 0207 2333112 httpwwwbpmarshcouk enquiriesbpmarshcouk

Cabot Square Capital LLP One Connaught Place London W2 2ET 0207 579 9320httpwwwcabotsquarecom contactcabotsquarecom

For the full directory of companies in the area of Equity Funding please see The Financeand Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

51

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

Finance and Funding Directory 201213

52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 52: The Finance and Funding Guide 201213-Harriman

Mezzanine FinanceLayered finance often used in conjunction with Commercial and Corporatetransactions is typically subordinated finance sitting behind Senior Debt in termsof security ranking Higher risk and higher costs

Finance and Funding Directory 201213

52

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 53: The Finance and Funding Guide 201213-Harriman

An Introduction to Mezzanine FinanceMezzanine funding tends to mix traditional debt facilities with an additional facilitywhen the company achieves certain pre agreed performance targets The easiest wayto understand how this is structured is to think how banks will normally lend moneyupon which they will be charging an agreed amount of interest equity funders orinvestors make their return from the company in which they have been investing inobtaining growth and enhanced profitability ndash at which point they will look to selltheir equity investment as their point of exit With a Mezzanine facility the lendercombines the two charging interest and taking an equity position as well

Most providers advancing Mezzanine finance facilities tend to charge a much higherthan normal level of interest reflecting the level of risk involved The major differencebetween Mezzanine finance and the normal type of loan facility is that the lender willhave an involvement in the equity of the business thus sharing any upside or successin the future

Mezzanine finance is not usually available to the smaller business as it is normallyutilised as part of an overall funding strategy and can prove to be quite expensive Thekey providers of these funds are usually the bigger banks venture capital funds someinvestment consortiums and specialist restructuring investment houses

The popularity of Mezzanine finance has grown over recent years as it can now providemany businesses with the ability to raise money for specific projects that the Companyhas identified in its overall strategy Mezzanine finance is increasingly being used tofund targeted Management Buy-outs Management Buy-ins Buy-insBuy-outs(BIMBOS) or just for a straightforward acquisition

Undoubtedly Mezzanine finance facilities provide commercial businesses with fundingthat would normally be unavailable through existing financing options due to thenature of the proposal and the attached risks The facility can be structured in a numberof ways which can include subordinated debt preference shares or indeed convertibleinstruments

The Mezzanine finance facility is often described as an investment solution and isregarded as ranking after normal credit facilities but before equity investments

The main advantages are that it provides funding that is normally not available to acommercial entity and provides a debtequity solution The ordinary shareholding ofthe company is not usually affected and as such no dilution takes place Repayment

Finance and Funding Directory 2012

53

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 54: The Finance and Funding Guide 201213-Harriman

terms are normally quite generous as the lender will be seeking to enhance the valueof the business over time to benefit from the equity part of the deal All partiesultimately benefit from both the companyrsquos growth and success

Data sampleSample of information from the Mezzanine Finance directory

Alliance Fund Managers Limited 2nd Floor Exchange Court 1 Dale StreetLiverpool L2 2PP 0151 236 4040 httpwwwafmukcom infoafmukcom

Finance East Ltd Unit 1 Basepoint Business Centre 70-72 The Havens RansomesEuropark Ipswich IP3 9SJ 01473 722910 httpwwwfinanceeastcomenquiriesfinanceeastcom

For the full directory of companies in the area of Mezzanine Finance please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

54

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 55: The Finance and Funding Guide 201213-Harriman

Turnaround FundingPrivate investment funding utilised to restructure distressed companies

Finance and Funding Directory 2012

55

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 56: The Finance and Funding Guide 201213-Harriman

RCapital ndash When a bank says ldquonordquoask a turnaround firm who says ldquoyesrdquoMost businesses go bust within the first five years They often do so because they havegrown too quickly and they havenrsquot enough cash to support the working capital thatrsquosneeded for the business Companies donrsquot normally fail through a lack of profits theyfail due to a lack of cash The crisis moment often comes when businesses find theyhave insufficient funds to meet basic requirements such as payroll

Common problems

Business failure frequently takes companies by surprise A business owner may havelarge contracts in place and feel he or she is in a growth situation But suddenly thecash dries up and the owner thinks lsquowhy has that happenedrsquo The two key areas ofweakness are over-trading and cash flow management All the preventative actionsthat need to be taken stem from there

Struggling businesses have one thing in common They find it difficult to accept thescale or depth of the problems they face Entrepreneurs who start businesses tend tobe natural optimists They assume the bad things will always get better Itrsquos not in theirnature to think that their businesses could slip from underperformance to distress andeventually into crisis

So what should be done For any company in a vicious circle of decline whereefficiency quality and service levels are suffering some significant changes need to bemade If you see stress in your business you donrsquot want to wait for a winding-uppetition to take action You need a plan B There are several critical ingredients toinclude in any lsquorescue and remedyrsquo plan

Plan B

The first step is to take action Start by cutting overheads and cut costs hard Talk toyour customers talk to staff and talk to suppliers Share your plans what you are goingto do and how you plan to do it You want to avoid losing the confidence of suppliersby breaking commitments and customer confidence through delivery issues Keep thechannels of communication open and talk to people who can come in and help

Any plan B should include some form of advice It doesnrsquot cost anything to seek inputfrom a turnaround specialist On some occasions businesses can survive on the

Finance and Funding Directory 201213

56

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 57: The Finance and Funding Guide 201213-Harriman

recommendations of a turnaround expert alone It can be just as satisfying to watch afirm take onboard recommendations and come out the other side as when aturnaround specialist is brought in to roll up its sleeves to help make it happen

The majority of businesses in trouble leave it too late to ask for help More businessescould be rescued if advice was sought early Waiting too long to take action not onlyreduces the solutions available to a business to ease their pain but a delay in getting inthe experts can also lead to the least profitable outcome for all involved

Find the right help

But how do you decide which firms to talk to for advice and which to partner with Inrecent years the number of turnaround firms has mushroomed and itrsquos hard todifferentiate between them Their websites sometimes use confusing jargon firmsappear to do much the same thing

Firstly size does matter An impressive 99 of businesses in the UK are SMEs and thechances are that your business is one of them SME turnarounds are the declaredspeciality of firms such as RCapital Some turnaround specialists are focused onnurturing growth in small under-utilised operations Others like RCapital prefer torevive and rescue companies in distress

Do your research

There is a tendency for turnaround firms to become bigger as they become moresuccessful And as they become bigger so do their clients Turnaround specialistsbecome less and less able to take on board the smaller type of SME Make sure thatthe turnaround specialist you fancy has not only a good track record but also a genuinededication to the aims of smaller businesses

There is little sectoral specialisation Most turnaround firms say they will considerworking with businesses in most industry sectors Almost all firms these days areinvolved with retailers of one sort or another

There is not much geographical specialisation among the firms though some claimthat there is

Turnaround firms tend to fall into two camps Those that offer lsquoconsultingrsquo or adviceon how to tackle complex business issues and those (like RCapital) that lsquotake actionrsquo

Finance and Funding Directory 2012

57

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 58: The Finance and Funding Guide 201213-Harriman

by putting money into a business and work alongside management to quickly fix theproblem areas Work out what type of turnaround solution would work best for youand your business

What to look for

Speed of transaction is often important and here smaller firms have the edge Someraise money directly from high net worth individuals and can therefore be more nimbleand flexible in making investment decisions Those with large formal funds backedby institutions require more thorough (and time-consuming) due diligence proceduresIn turnaround situations speed is of the essence Such situations often involvebusinesses which need help in days not weeks

Look at the people doing the deals They make a difference Turnaround practitionerstend to come from one of two backgrounds ndash either they have been in thebankingfinancial-services industry or theyrsquove worked for a big accounting firm wherethey have specialised in corporate turnarounds and insolvency

Some practitioners tend to be entrepreneurial and opportunistic others are morefocused on the numbers they need to reach Itrsquos as well to meet a few and shop aroundAsk yourself if you think you can work with them as a business partner for a year ortwo Then be aware that they will probably want to make substantial changes to yourbusiness ndash not all of which you will approve of But they will argue that they arenecessary for the businessrsquos survival And they may well be right

Ask them for references and talk to others they have helped Itrsquos all about finding thefirm that works best for you ndash not just the terms of the transaction but also thepersonalities in the firm and the fit with your business Each of the firms will have away of working that reflects its founderrsquos personality So choosing the right partnercan be about personal choice and a sense of trust At the end of the day the bestguarantee of success is success Look at the firmsrsquo track records Where have they addedsignificant value

Finance and Funding Directory 201213

58

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 59: The Finance and Funding Guide 201213-Harriman

An Introduction to Turnaround FundingTurnaround funding is one of the relatively new areas that enables businesses to obtainsupport in their search for a suitable funding opportunity

Turnaround usually involves the combination of advisory support as well as ndash in mostcases ndash access to financial support The reasons for a company requiring assistancewith turning around its business fortunes can vary greatly from insolvency throughto being too successful and over trading

Depending on the quality of the business and the viability of the marketplace there arenow specialist organisations that can provide specific consulting advice andprofessional support These organisations can usually provide the necessary fundingto turn the business around and bring it back into profitability ndash normally in exchangefor an equity position in the company

Utilising turnaround professionals is vital when making key decisions to revive thefortunes of a business and even more so when you consider that in most cases thiswill be the last opportunity that the board of the Company will have in recovering theirposition

Equally the fund or institution providing an equity or loan facility will want to ensurethat the strategy employed and agreed is fully monitored and implemented in line withthat agreed strategy especially as time will be of the essence and mistakes at this stagewould be disastrous

We have listed a selection of organisations in the market specialising in this type offunding but the sector appears to be growing rapidly and it undoubtedly providesfacilities to stressed businesses and their owners that did not exist a few years ago

Finance and Funding Directory 2012

59

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 60: The Finance and Funding Guide 201213-Harriman

Finance and Funding Directory 201213

60

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 61: The Finance and Funding Guide 201213-Harriman

Data sampleSample of information from the Turnaround Funding directory

4R Business Recovery 50 Broadway London SW1H 0RG 0800 90 20 123httpwww4Rbusinessrecoverycouk info4Rbusinessrecoverycouk

Business Rescue Crown House Home Gardens Dartford DA1 1DZ 01322 424594httpwwwbusinessrescuecouk infohoskynchildcouk

Century 2000 Services Ltd 1 Royal Exchange Court Queen Street DroitwichWorcestershire WR9 8LA 01905 799 956 httpwwwcentury2000couk

For the full directory of companies in the area of Turnaround Funding please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 2012

61

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 62: The Finance and Funding Guide 201213-Harriman

Support organisationsEssential service industries to debt and equity providers

Finance and Funding Directory 201213

62

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 63: The Finance and Funding Guide 201213-Harriman

Touch ndash The role of the IP in businessrecovery The business of insolvency is often misunderstood by SMEs and larger businesses alikeThe role of the insolvency practitioner (IP) in particular is not usually associated withhelping to turn struggling businesses around

Of course there are cases where an IP is brought in effectively to dispose of the assetsof an already failed business But more than a third of all cases referred to IPs involvea recovery or turnaround scenario where the IP works hard with a business and itsmanagement to put it back on its feet protecting its staff and its future

The secret however is in acting fast and calling for help early directors need torecognise the warning signs and be proactive in seeking support Thinking that theirdifficulties have gone unnoticed by the bank or other creditors could end up costingthem dear

Early intervention

The reasons why early intervention is an advantage are many and varied Generallyearly intervention ends up being considerably more cost-effective it is tough tryingto save your business when problems have been left unresolved or allowed to drift fortoo long and the closer you are to insolvency the more you may find yourself payingto advisors and turnaround experts

In up to 90 of turnaround attempts most of the effort concentrates on financialreconstruction including debt restructuring to keep the company solvent Thefinancial element is only one part of the jigsaw however What the IP will also look toaddress are the underlying operational problems that have contributed to thecompanyrsquos present difficulties Indeed if the operational side of the business is notrestructured ndash and difficult decisions taken early (for example to outsource non-coreskillspeople) ndash then a collapse may be inevitable

To be most effective this restructuring is best conducted within a solvent businesswhere cash is still available preferably in close collaboration with your main creditorsWaiting for a company to hit a cash crisis and for the cash to dry up is too late Usingthe existing resources that are in place the IP will work in close collaboration with thebusiness its creditors and other essential stakeholders to achieve a successful result

Finance and Funding Directory 2012

63

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 64: The Finance and Funding Guide 201213-Harriman

whether renegotiating with landlords or the Crown for time to pay outstanding debtsor looking at more substantial methods of refinancing (It is of course important tolook at all areas of credit control to minimise the impact of late payment and maximisecash flow)

Specialist services

Not untypically working with an IP will mean drawing in experts who deliverlsquospecialistrsquo services to help get a business back to performing at its full potential

Forensic experts for example can undertake independent business reviews (IBRs)helping businesses to re-examine their finances and advise at every stage of thebusiness restructuring and turnaround process Used effectively a professional forensicspecialist can significantly improve the outlook of an underperforming businessenhance cash flow and aid business growth

The services of property experts may similarly be called upon to deliver the fullspectrum of general practice surveying advice This may include valuationscommercial and residential disposal and acquisition services rent reviews leaserenewals compulsory purchase advice and dispute resolution ndash all of which go tosupport the objective of recovery and putting a business back on the right track

Recoveries experts meanwhile can be deployed to provide onsite investigations andso identify positive ways and means to treat the companyrsquos sales ledger Expert teamswill conduct a full onsite overhaul of a companyrsquos financial records and booksuncovering all the necessary information to provide a true picture of the sales ledgerposition and provide practical help and assistance where required in reconcilingmissing payments and keeping the cash flowing through a business From anoperational perspective experts can also work with clients in designing andimplementing credit control systems and procedures where they do not currently existor improving upon systems already in place

IPs can also help with finding alternative methods of cash flow funding in Touchrsquoscase specifically through a dedicated broking division Touch Financial which looksto source the right solution for whatever the refinancing requirement The commercialfinance options may include factoring invoice discounting asset finance commercialmortgages trade finance accountancy services and debt recovery packages ndash alldepending on need

Indeed businesses and business owners could benefit from throwing away anypreconceived ideas they have of the insolvency profession

Finance and Funding Directory 201213

64

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 65: The Finance and Funding Guide 201213-Harriman

The secret of survival

It is completely understandable when a business owner takes the stance of MrMicawber in Dickensrsquo David Copperfield ndash ldquosomething will turn uprdquo ndash but it usuallydoesnrsquot Most owners only see the folly of their ways when it is already too late

Seeking help early is tough especially if your company is still winning business andorturning a small profit but sticking your head in the sand like the proverbial ostrich issimply not an option To avoid insolvency companies must do more than simply thinkin terms of lsquocrisis managementrsquo Instead they need to be working towards profitimprovement through a timely operational and financial restructure while they arestill solvent Those are the companies that will survive

An Introduction to SupportOrganisationsReaders might think it is unusual that we have included a section dedicated to SupportOrganisations however we believe that the support these organisations provide greatlyimprove the chances of successfully obtaining the funding finance package that you ndashthe company or individual ndash are seeking

Naturally everyone wants to ensure that they have the best possible chance of successwhen making detailed applications for funding and ndash in our opinion ndash the inclusionof a ldquosavvyrdquo accountant or a specialist legal practice is almost essential

Whilst we appreciate that these are additional costs which perhaps a business may nothave budgeted for at the outset we believe the costs are a necessary requirement tohelp ensure success and also to ensure that you are getting the best possible deal fromthe organisation you are approaching

This is also not about producing contracts and clever figures but it is confirmationthat your strategy and planning are correct Having a good qualified sounding boardworking with you to ensure that your reasoning and planning stands up in the eyes ofothers is essential

Of particular interest are the services provided by Insolvency Practitioners or ndash as theylike to be called ndash ldquoCorporate Recovery Specialistsrdquo In many cases they are able to assist

Finance and Funding Directory 2012

65

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 66: The Finance and Funding Guide 201213-Harriman

financially stressed companies in restructuring their organisations and putting forwarda compelling case for existing or new funders to restructure and support the business

Often when it seems that there is no route forward and that the business has to go intoliquidation these corporate advisers can come up with some unique solutions whichenable a full restructuring of the business and allow for a viable turnaround over time

It is often worth spending a few minutes outlining your proposals and your overallstrategy to support professionals ndash in most cases they will happily give you a couple ofhours of their time at no cost to see how they can assist which in our opinion is a veryworthwhile exercise

It is our strong belief that any cost at the outset will be more than paid back in the longrun and will greatly enhance your chances of success ndash so take this tip and at least havea chat

Data sampleSample of information from the support organisations and professional advisorsdirectory

Allen amp Overy LLP One Bishops Square London E1 6AD 0203 088 0000httpwwwallenoverycom

Baker amp McKenzie LLP 100 New Bridge Street London EC4V 6JA 0207 919 1000httpwwwbakernetcom londoninfobakermckenziecom

C-Tech Innovation Capenhurst Technology Park Capenhurst Chester CH1 6EH0151 347 2900 httpwwwctechinnovationcom infoctechinnovationcom

For the full directory of support organisations and professional advisors please see TheFinance and Funding Directory 201213 (httpwwwamazoncoukdp0857192205)

Finance and Funding Directory 201213

66

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67

Page 67: The Finance and Funding Guide 201213-Harriman

The Finance and Funding Directory2012-13The companion product to this guide is The Finance and Funding Directory 201213which for each area of finance and funding highlighted in this guide includes adirectory of companies that can provide that finance For more information or to buythe directory please visit httpwwwamazoncoukdpB009ZV0ON8

httpwwwharriman-housecomfinanceandfundingdirectory2013

Finance and Funding Directory 2012

67