Tristone Capital acquires North Wales care business

Buy and build Investment group Tristone Capital – through its care division Tristone Healthcare – has acquired North Wales-based care business, ProCare (Wales) Limited.  

ProCare employs 140 staff across two care homes and a community living service. This is the second deal in the last six months for Tristone Healthcare. The investor’s strategy is to acquire high-quality businesses with strong fundamentals, delivering outstanding care and support to vulnerable people who need it most. 

ProCare was founded in 2001 by Helen Shepherd and is one of the UK’s leading high acuity care businesses, providing care for individuals, between the ages of 16 and 64, who have complex support needs. This includes people with physical and/or learning disabilities, autism, mental health disorders or acquired brain injuries and challenging behaviour.  As part of the transaction Helen Shepherd, will retain a minority shareholding and continue in her role as managing director. 

Helen Shepherd, managing director of Procare, said: “I am extremely proud of Procare’s track record in striving for excellence, and in consistently delivering high quality support to the people we care for. I am delighted that in Tristone we have found a new partner, with the right values that are closely aligned with our own. This partnership will enable our work to continue in a way which maintains the strong reputation we have established in the communities we serve”. 

Tristone founder and CEO, Yannis Loucopoulos, added: “We have been speaking to Helen for some time and over that period it was evident that under her leadership, the team has built a highly successful and respected company that delivers best-in-class care and support. ProCare fits well with our acquisition criteria, as a company which delivers outstanding services and is well-run, profitable and cash generative. We are excited to work with such an experienced management team and are looking forward to supporting ProCare’s next chapter of growth, delivering additional services and in the process creating more jobs for the local community”. 

Led by Jason Whitworth and Chris Cumber, BDO LLP provided M&A corporate finance advice and tax advisory services to ProCare. Hill Dickinson LLP, led by Craig Scott and Elan Iorwerth, provided legal advice to the vendor. 

Jason Whitworth commented: “We are delighted to have worked with Helen and her team to deliver this transaction. Helen has built a business with an exceptional reputation in caring for some of the most vulnerable people in the community. Working with the team at Procare, Tristone will be able to support the business to develop and expand the care it can deliver. It is a fantastic outcome for all parties.” 

Tristone was advised by business advisory and accountancy firm MHA Moore and Smalley, led by corporate finance director, Simon Carruthers and tax partner David Bennett, who provided financial and taxation due diligence support. 

Simon Carruthers said: “Yannis and his team have developed a clear strategy to combine their deep understanding of children’s, young person’s and adult social care, with established independent operators delivering high-quality care outcomes. We’re delighted to have been able to assist on the transaction and achieve a positive outcome for our client through a focused approach.” 

MHA Moore and Smalley advises as Cumbria petrol station operator sold to national firm

A family-owned business operating six petrol stations across Cumbria has been purchased by a large national operator in a deal supported by MHA Moore and Smalley.

Auk Investments has been sold to Motor Fuel Group (MFG) for an undisclosed sum. MFG operates more than 900 sites across the UK and the deal will allow the company to gain a foothold in the Lake District.

Auk Investments reported a turnover of £27 million for the year to March 2020 and is managed by siblings Angus, Marcus and Simon Hockings.

The company was advised on the sale by Paul Williams, partner at our Preston office as well as our corporate finance director Stephen Gregson and tax partner Tony Medcalf.

Paul said: “Auk Investments is a long-standing client of the firm and we are extremely pleased to have led on this deal, which meets the family’s objectives and passes the firm over to a good custodian in MFG.”

The deal was originally agreed early this year. After being put on hold due to the economic implications of coronavirus, it was then revived in October on the same headline terms.

“The fact the sale was only put on hold due to coronavirus disruptions suggests to us that, for the right businesses, there is an appetite nationally for deals. Growth is firmly on the agenda for many businesses despite the ongoing economic challenges coronavirus has brought,” added Paul.

Simon Hockings, managing director, Auk Investments, said: “My brothers and I have operated our filling station business in the Lake District for many years after Dad bought his first site in 1970s.

“I think we have done him proud but times are changing quickly in the industry and we felt it was the right time to move on. We are pleased to be handing the sites over to Motor Fuel Group, their stewardship will bring further investment including addressing the growth of electric vehicles. We wish them all the very best.”

Simon is also director of bicycle retail and hire company Biketreks which operates two sites in Cumbria. The company’s Ings site is based at one of Auk Investments’s petrol station sites and the company will continue to operate at the site.

Auk Investments also received legal advice on the deal from Jack Stephenson, Harrison Drury.

Simon added: “We would like to thank our professional advisors who have helped get this deal over the line. We will continue to work with both MHA Moore and Smalley and Harrison Drury to grow our remaining property and cycling related interests.”

This acquisition brings the total number of stations operated by MFG to 911.

William Bannister, chief executive, MFG said: “AUK is a well-respected family business in the Lake District. The six stations that we have purchased from them give us the opportunity to extend our network coverage into Cumbria in what is normally, a thriving tourist area.”

“We have acquired three BP branded and three Shell branded stations and we will, in-line with our standard business model, improve the shop offer for customers and introduce a ‘food to go’ option where appropriate to help ensure the sites become a destination for both the local community and visiting tourists.”

Moving goods under the Northern Ireland Protocol

The Cabinet Office published a policy paper on August 7th explaining the anticipated procedures for movement of goods between the EU and Northern Ireland; and between Northern Ireland and Great Britain.

Given the importance of this announcement and its implications for the future of the UK’s relationship with the EU, it has received remarkably little attention. A brief overview of the protocol highlights its significance.

Businesses and individuals will be able to move goods from Northern Ireland into the rest of the United Kingdom on the same basis as now. For almost all goods this means no declarations, tariffs, customs checks, or type approvals. Goods from Northern Ireland will be able to be placed on the market in Scotland, Wales and England, whether certified against EU or UK rules. The only exceptions so far announced to these arrangements will be for goods such as endangered species. This special treatment will be available only to Northern Ireland businesses (including businesses headquartered in Great Britain with operations in Northern Ireland). The Government is still to define a qualifying status for goods and businesses in Northern Ireland benefiting from unfettered access.
There will be no change for the movement of goods between Northern Ireland and EU Member States, including Ireland. That means there will be no new paperwork; no tariffs, quotas or checks on rules of origin; nor any barriers to movement within the EU Single Market for goods in free circulation in Northern Ireland.
There will be some new arrangements for goods movements into Northern Ireland from Great Britain. UK authorities will apply EU customs rules to goods entering Northern Ireland. This entails new electronic import declaration requirements for goods entering Northern Ireland from the rest of the UK. This new system is being developed to minimise the burden on businesses required to make declarations. These are needed to make sure that tariffs are not paid on trade within the UK and that goods going to Ireland are subject to tariffs where appropriate.
As Northern Ireland remains in the UK customs territory, its businesses will benefit from preferential tariffs from third countries just as the rest of the UK will. UK Tariffs will be applicable to imports from third countries.

The ability of businesses in Northern Ireland to have “unfettered access” to both the EU Single Market and the GB domestic market, along with the suggestion that this is likely to include any business with an NI establishment, means there could be a significant temptation to set up a Northern Ireland base for any GB business facing duty tariffs on EU imports after the end of the Brexit transitional period. Unless the UK government narrows the qualifying criteria significantly before January 1st, this appears to enable any sizable UK business to retain access to tariff free acquisitions from the EU, simply by establishing a related company in Northern Ireland to effect the import. The integrity of the Single Market, which the EU holds as an absolute red line in negotiations, cannot survive unless the UK places significant restrictions on which Northern Ireland goods can be sold without tariff or control into Great Britain.

The government intends to track movement of goods from GB to Northern Ireland as those goods are supposed to face barriers on entry into the EU (assuming no deal is reached). In the absence of Customs’ checks, smuggling via Northern Ireland as a route into the EU may become a significant problem, particularly for goods which are UK VAT zero-rated (and which therefore do not rely on proof of export to escape 20% VAT).

It is still uncertain whether additional customs requirements will be imposed on businesses involved in the supply of parts for manufacture of goods in Northern Ireland. Depending on any agreement with the EU, those businesses may be subject to additional customs administration such as making declarations and holding a customs authorisation in Northern Ireland. This is an area that is part of the ongoing UK/EU discussions so updates will be provided in due course.

There remain ongoing concerns with sanitary and phytosanitary (SPS) goods as checks will likely be required on Great Britain goods arriving in Northern Ireland. These are goods which require overview to protect human, animal and plant health. The UK government has announced that no additional infrastructure will be built but, expansion of existing operations to carry out the SPS screening of animals and food products will be created. This added requirement could result in delays in supplies of SPS goods if the operations are overwhelmed.

Help from the Government

The UK government will establish a new end-to-end Trader Support Service which will guide Northern Ireland businesses through all import processes for movement of goods, including handling digital import and safety and security declarations on their behalf, at no additional cost. Once registered with the Trader Support Service, businesses will simply need to provide digitally the appropriate information on the goods being moved, and the new service will deal with all associated requirements for free. All traders who wish to draw upon the support should register now.

Visit: to sign up for further information.

Contact us

For any further information on the content discussed in this blog, please make sure to get in touch with our Indirect Tax partner Jonathan Main on 01772 821 021 or

Valuations in the SME sector in a post Covid world…

The news is full of negativity, be that due to COVID itself or the impact COVID is having on the UK economy, one would therefore assume that business valuations must ALL have also been negatively impacted by COVID.

Is it therefore all doom and gloom………?  Absolutely not. 

As in most cases, there will be winners and losers, but good progressive businesses will remain valuable, possibly even more so in the current climate.  On the flip side, ‘me too’ businesses may find that demand from trade buyers and private equity is more limited.

When looking at valuing a business, there are generally three key constituents to understand in arriving at an Equity Value:

  • What is the underlying earnings of the business now and in the future;
  • What multiple should be applied to those earnings; and
  • What is the net cash / debt position of the business.

For the majority of companies, earnings have typically seen a sharp fall in April, May and June with somewhat of a recovery from July onwards.  This profile suggests that the COVID impact is (on the whole) a temporary impact on earnings and a pro-forma ‘earnings’ for the COVID period could be substituted, leading to the fabled EBITDAC metric.

From a multiple perspective, the impact of COVID on the sector dynamics both now and in the future is likely to have a bigger impact on valuations.  Questions such as: Is there a % reduction or expansion in sector GDP anticipated?  Has there been a paradigm shift in operating models?

Moving on to the business itself within the sector, are supply chains robust and fit for purpose?  How much working capital does the business require going forward?  What is the potential exposure for bad debts and business failures in the customer base?

These are not unusual questions to ask when looking at business valuations, the issue is the answers are a little less forthcoming in today’s climate.

In Summary

The focus on the above questions clearly suggests more uncertainty and uncertainty tends to lead to ‘prudence’ in the valuation world.

There are essentially less businesses around where both buyer and seller are aligned as to the future trading potential of a business, hence valuations are now more than ever highly judgemental and with no single right answer.

For most business valuations in the near term, I would anticipate that EBITDAC will be a well-accepted metric, but it will not apply to all sectors.  Those businesses that have been impacted negatively by COVID, not recovered quickly and with a business model that remains exposed to any future (or ongoing) pandemic may indeed find both earnings and multiples lower, but more importantly will find less ‘buyer’ interest overall.

It has always been the case that strong management teams, contracted recurring revenues generating high margins and with a strong future outlook are all attributes that underpin high valuations.  It is no different now and those businesses that ‘tick’ the box should anticipate more interest and attract premium multiples with or without COVID.

For any further information on the content discussed in this blog, please make sure to get in touch with our Corporate Finance partner Andrew Feeke on 0161 519 5050 or

Extension of Covid business loans welcomed but “approval rates need boosting”, says advisor

A leading corporate finance advisor has welcomed the government’s decision to extend the four Covid-19 business relief schemes, but believes action is needed to get more of the loans approved.

Andrew Feeke, head of corporate finance at MHA Moore and Smalley, says chancellor Rishi Sunak’s decision to keep the CBILS, CLBILS, BBLS and The Future Fund loan schemes running is the right move, but lending is still too restrictive.

In an announcement on Thursday, Rishi Sunak announced an extension to the four schemes to November 30.

Commenting on the decision, Andrew said:

“The four government Covid-19 loan schemes were due to wind down at the end of September. Pushing the application deadline back is good news for UK businesses of all sizes and definitely the right thing to do, especially with further lockdown restrictions being announced and potentially more stringent rules on the horizon.

“Hopefully, Rishi Sunak will take the opportunity to reform the schemes to improve the success rate of applicants. The overall approval rate is too low at 63%, and this number is skewed by the Bounce Bank Loan Scheme, which is running at an 82% approval rate, the most successful of the schemes in deploying liquidity.

“The Bounce Back scheme only provides loans of up to £50,000 though and the more substantial CBILS scheme, which larger SMEs desperately need access to, is only running at a 49% approval rate.*

“Access to funds up to £250,000 is relatively plentiful currently, but more needs to be done for those businesses requiring more funding.”

Andrew believes there are a number of options available to increase the understanding, flexibility and ease of access to the CBILS facilities.

These may include providing a framework leverage calculation, such as a fixed multiple of EBITDA. Flexibility over the ‘relevant earnings’ – and therefore debt serviceability, or indeed increasing the threshold at which personal guarantees are prohibited, may also help boost loan approvals. 

“Some or all of the above could increase the applications and acceptance levels of CBILS so whilst we welcome the extension, we would like to see more,” added Andy.

CBILS (Coronavirus Business Interruption Loan Scheme) provides financial support to smaller businesses across the UK that are losing revenue, and seeing their cashflow disrupted, because of the Covid-19 pandemic. CLBILS (Coronavirus Large Business Interruption Loan Scheme) offers similar funding support but for larger businesses.

The BBLS (Bounce Back Loan Scheme) allows small businesses to access loans of up to £50,000. The Future Fund is a funding package designed specifically to help innovative UK companies battling the coronavirus pandemic.

*Source HMRC Covid-19 business loan statistics.

Employee Benefits Brochure

As the pace of life moves faster and faster the demands on our time continue to increase. Many employees are now turning to their employer to help them manage their work-life balance.

This is why we have designed and created a brochure that sums up Employee Benefits, what they are and why you should implement them into your work culture.

A well thought through, relevant employee benefits programme can make your organisation stand out from the rest and help you recruit the best employees and retain them for the long term.

If you already have benefits in place, it is important to review these to take advantage of new products and solutions that are on the market as well as making sure that they remain relevant to your employees.

We can help you to become an employer of choice.

Contact us

If you would like to discuss any information discussed in this article, please make sure to get in touch with our Financial Planning Consultant, Dave Gleeson on or ring 01772 821 021.

Corporate finance team advises on MBO at automotive parts business

A company which designs and manufactures specialist automotive parts has been bought out by its management team, in a deal supported by our corporate finance division.

Bailcast Ltd, which distributes its rubber vehicle parts to over 40 countries worldwide, including Europe, the US, Canada, Australia and New Zealand, has been purchased for an undisclosed sum.

The company’s finance director Lorraine Alty, sales director Martin Calley, and operations director David Hartley have acquired the business from founder Philip Hayward who will retain a minority shareholding.

The deal team at MHA Moore and Smalley was led by corporate finance director Stephen Gregson and tax partner David Bennett.

Philip, who established Bailcast in 1980, said:

“The business has been in the safe hands of our excellent management team for the last few years and it is a pleasure to be able to offer them ownership in the business.

“This deal ensures a seamless transition and continued certainty for the many stockists and distributors worldwide who have come to rely on the quality of our products.”

David Hartley, operations director at Bailcast, added:

“The business has been successful because of its strong engineering pedigree, backed by excellence in research and development. This ethos has allowed us to provide great products and outstanding customer care to our distributors across the world. With Philip’s continued support, we will stay true to these values as we continue to develop new markets.”

Stephen Gregson commented:

“It’s been a privilege to support a longstanding client of the firm. Not only does this deal help the founder achieve value from a business he developed over many years, it means Lorraine, Martin, and David can build on the success they have already enabled, taking Bailcast forward to the next stage of its journey.”

Bailcast makes rubber parts for vehicle drivetrain, steering and suspension systems, primarily for the spares and repairs aftermarket.

Its patented worldwide products include market-leading CV joint boots and steering rack boots, as well as ball joint dust covers, fitting tools and accessories. The business employs 13 staff at its headquarters at Chorley North Industrial Park.

Self-Employment Income Support Scheme (SEISS)

This week HMRC will start contacting people who may be eligible for the new Self-Employment Income Support Scheme (SEISS).

HMRC will work out if individuals are eligible under the SEISS and will calculate how much grant they will receive. Individuals can refer to HMRC’s updated guidance to understand how this works:

Main elements of the SEISS

  • If eligible, the SEISS entitles you to claim a taxable grant of 80 per cent of your average monthly trading profits. This will be paid out in a single instalment covering three months and will be capped at £7,500 in total. The grant will be based on your average trading profits over the last three tax years ending in 2018/19.
  • HMRC has produced an online eligibility tool which you can use to find out if you are eligible to make a claim. You will need a self-assessment unique taxpayer reference in order to use the eligibility tool.
  • HMRC’s online claim tool is not yet open. However, HMRC says it aims to contact eligible individuals by mid-May to invite them to make a claim. You will be told straight away if your grant is approved.
  • HMRC is intending to make payments by early June 2020, within 6 working days of a claim being approved.
  • In order to be eligible, you must have:

    – Trading profits of no more than £50,000, which must be at least equal to your non-trading profits.

    – Traded in the tax year 2018/19 and submitted a Self-Assessment tax return for that year on or before 23 April 2020. HMRC will first check your eligibility based on this tax year. If this suggest you are not eligible, HMRC will look at tax returns for the preceding two tax years.

    – Traded in the tax year 2019/20 and intend to continue to trade in the tax year 2020/21.
  • In addition, eligible individuals can only claim if they their trade has been adversely affected by coronavirus. The guidance contains examples of when this might be the case, including if someone is unable to work because they are shielding or have caring responsibilities. You will be asked to confirm to HMRC that this criterion is met.
  • If you are told by HMRC that you are not eligible to make a claim, there will be a mechanism for you to ask HMRC to review this decision once you have used the online eligibility tool.
  • The guidance confirms that you can make a claim for Universal Credit while you wait for the grant. You can also continue to work, start a new trade or take on other employment.

If you are looking for support please email and we will be happy to help.


There is an increase in scam emails, calls and texts. Eligible customers will be invited to claim through HMRC’s website, it is the only service they can use. If someone gets in touch with you claiming to be from HMRC, saying that financial help can be claimed or that a tax refund is owed, and asks you to click on a link or to give information such as their name, credit card or bank details, you should not respond. It is a scam.

Contact details

Yvonne Coulston

Corporate Services and Agricultural Manager

T: 01539 729727 E:

Streamlined Energy & Carbon Reporting

Companies, Limited Liability Partnerships (LLPs) and groups that qualify as large companies under the Companies Act will be required to report on their UK energy use and carbon emissions within their Director’s Report of the financial statements from financial periods beginning on or after 1 April 2019.

The Streamlined Energy & Carbon Reporting (SECR) has been implemented by the Department for Business, Energy and Industrial Strategy (BEIS). Under the SECR regime, any company, LLP or group that qualifies as large will have to include their energy and carbon information in the Directors’ Report (or equivalent) in their financial statements regardless of whether an overseas parent or group has published a similar report. However, any subsidiaries that are part of a group and would not qualify as large if they were stand alone entities are exempt from report, as are any entities that have consumed less than 40MWh per annum.

What is reportable?

  • Direct emissions – either fuel use from transport (whereby the journey begins or ends in the UK) and combustion of natural gas.
  • Indirect emissions – any electricity purchase and used (excluding any energy that is subsequently sold on)
  • Other indirect emissions – any energy use where the entity is responsible for purchasing or reimbursing fuel for business travel whereby the vehicle is rented or owned by an employee
  • An intensity metric for year-on-year usage – for example tonnes of CO2 per full time equivalent employee.
  • Supporting narrative – this should include the methodologies used in any calculations, along with any actions taken in the year to improve energy efficiency.

Where the energy and carbon use is considered to be of strategic importance to the entity, the full disclosure may be made in the Strategic Report, with the Director’s Report (or equivalent) containing a statement to indicate where the reporting is, and the reason for reporting in the Strategic Report.

Valuation considerations: EBITDA

Anyone with a basic exposure to the world of business valuation and corporate finance transactions,  will have at some point come across the term EBITDA.  You can pick virtually any M&A announcement across any sector, and find the mention of EBITDA as an underlying performance and valuation metric.

What is EBITDA and why is it used?

Despite not being officially recognised under any accounting standard, EBITDA (an acronym for earnings before interest, tax, depreciation and amortisation) is one of the most widely used terms in corporate finance transactions.

EBITDA should also include adjustments to normalise one off income and costs, and include an appropriate director’s remuneration for the business. Such adjustments can be very subjective, and the subject of much debate in a corporate finance transaction!

The EBITDA is combined with a valuation multiple to provide the Enterprise valuation of the Company i.e.  the valuation before adjustment for net cash/debt, and working capital.

By stripping away non-operational expenses and non-cash items such as depreciation, EBITDA in theory allows for a cleaner analysis of the underlying profitability, and a proxy for the operating cash flows of a Company. It is a measure free from the impact of accounting policies, capital structure and taxation regimes.

Limitations of EBITDA

Given its extensive use , it may come as a surprise that EBITDA has several important critics, one of the most stinging coming from Warren Buffett who is credited with having said “does management think the tooth fairy pays for capital expenditure”.

Most of the arguments against using EBITDA come down to the question of whether excluding interest, tax, depreciation and amortisation, really provides a more accurate picture of the operating performance of a Company. The following are some of the reasons why this might not be the case.

For companies in capital intensive sectors such as manufacturing or transport, depreciation is a major P&L cost and cannot be ignored. Depreciation is a very real cost, it is the cost of consuming productive capacity.

In such businesses, EBIT (earnings before interest and taxation) would be a more appropriate measure, this is because EBIT takes depreciation into account.

Similarly does excluding interest provide a more accurate reflection of operating performance, when even the smallest of companies will tend to have some form of debt finance in the business, and this can represent a sizeable proportion of overheads.

Critics of EBITDA also point out that by excluding working capital factors, EBITDA is not the indicator of operating cash flow that it purports to be. For example two businesses with the same EBITDA could have very different cash flows due to differences in debtor days, stockholding requirements etc.

Given the above why is EBITDA used

One of the key reasons EBITDA is so commonly applied is because of its ease of calculation and comparability compared to alternatives.

For example other valuation methodologies such as the discounted cash flow valuation would involve forward projections significantly beyond the resources of many businesses.

Therefore EBITDA whilst having limitations is likely to continue to be a key metric in Corporate Finance transactions. However it is vital that business owners take appropriate advice to ensure that benchmarks such as EBITDA are applied in an appropriate context.

If you would like to discuss further, please contact Ian Waddingham from the Corporate Finance team on 01772 821021