Bluefruit Software

Case Study

An EOT is the chosen strategy for an embedded software company

Bluefruit Software, an international embedded software company always aimed to differentiate themselves by building a culture with its people at its heart. Therefore when the right time came an Employee Ownership Trust was the perfect choice for founder Paul and Joanna Massey to take a step back whilst enhancing the employees’ role in the business.

Wishing to reduce the risk of losing the company’s ethos, Paul was keen to avoid a trade sale and were also keen to retain part ownership and involvement. An Employee Ownership Trust (EOT) was the chosen vehicle to complete the transfer.

Price Bailey, with Stephens Scown law firm, were the chosen professional advisors; with the supportive input from the company’s NED Robert Salvoni. They set about structuring the EOT in a way that captured the company’s ethos, was commercially viable for Paul and Joanna as shareholders and incentivised the staff.

Price Bailey played a key role in structuring the EOT; to allow the parties to make an informed decision they required clarity in several areas, including; company value at the time of the transaction, share price to be paid, funding structure, timescales and voting mechanics.

Price Bailey provided an independent valuation of the business, structured the EOT repayment plan, and prepared and agreed the tax clearance with HMRC to ensure eligibility in a timely manner.

In a combined effort with Stephen Scown, Price Bailey ensured that the structure, proposed financing options and valuation did not impose personal liabilities to either party. The legal structure of the EOT also established its official governance, with a carefully balanced mix of five trustees, of which two are employees elected by the employees.

An EOT structure had been a key consideration for the vendors for some time. Once clarity was provided by all the advisors, and the discussions had started the overall transaction was completed within 6 months.

Paul Massey said:

“Thanks to superb legal and accounting advice, we were able to get to a point where we were ready to launch. Today, Bluefruit is a proud employee-owned company with a united vision for the future.”

Simon Blake, Head of Strategic Corporate Finance at Price Bailey, said:

“The team and I very much enjoyed working with the other advisors and the owners on this transfer of ownership. Bluefruit has taken a big step in securing the ethos of their business, and we wish them the best of luck with their future plans.”

Christian Wilson, Partner at Stephens Scown, said:

“As the number of companies realising the substantial benefits of employee ownership grows, we work with businesses across the whole country, but I am particularly pleased to see local Cornish businesses utilising the opportunity. We wish Blue Fruit and the management team the best for the future and thank Simon for making the project a very collaborative and successful engagement. .”