The Challenge

Two brothers in their late sixties owned a £250 million privately-held property investment group. With an eye to the future, they wanted to plan for succession and manage their inheritance tax (IHT) exposure.

Passing wealth to the next generation is never simple, especially when it involves complex corporate structures and significant assets.

We advised the brothers to gift less than 10% each of the company and were able to apply a significant discount to the value of the minority shareholding.

Whilst this crystallised a capital gain payable now, the brothers were happy to pay CGT rates on a low valuation. This also reduced their individual shareholdings in the group below 50%, which from an IHT perspective is optimal.

What we did

We developed a comprehensive estate and succession planning structure that addressed both immediate and future tax considerations. Our approach included:

• Applying discounts on share valuations to reduce the tax impact of gifting
• Freezing the value of existing shares and issuing new growth (or ‘flowering’) shares to the next generation, which have little or no value now but will attract all the future growth in value in the company
• Ensuring all steps were compliant, efficient, and aligned with the family’s long-term objectives and maintaining control for the brothers in both the short term and long term

The structure allowed the brothers to pass on future growth rather than current value, making the transition smooth, sustainable, and tax efficient

The Challenge

An international property fund was looking to enter the UK market and acquire commercial office assets. It faced significant complexity in managing investors from multiple jurisdictions including Israel, Spain, Italy and Switzerland.

Each jurisdiction presented different requirements for remuneration and profit distribution structures. The fund’s decision-makers operated remotely, requiring sophisticated reporting to enable timely investment decisions from abroad.

Having previously engaged with a Top 10 UK firm, they were looking for a more personal and collaborative engagement. They needed specialist expertise in cross-border structuring.

As first-time UK entrants establishing a joint venture, they required comprehensive advice on structuring implications while maintaining flexibility for diverse international investor needs.

What we did

• Introduced by legal counsel and property consultants, we provided full-service support spanning tax advisory, structuring, bookkeeping, outsourcing, payroll, and back office functions
• We developed comprehensive investor materials, including information memoranda and jurisdiction-specific reports detailing tax implications across multiple countries. Working collaboratively, we refined bespoke reporting frameworks that precisely met investor requirements
• Our approach balanced rigorous technical expertise with commercial flexibility, addressing ad hoc investor queries about different treatments. We brought in experienced tax specialists who understood the nuanced commercial reality of complex cross-border arrangements

The Challenge

A property investment client faced multiple complex challenges following the retirement of their longstanding finance director.

They had assembled a scheme across different entities over several years and, having been granted planning consent on a significant development, were looking to dispose of the companies that owned the asset.

Internally, the client lacked forward-looking financial capabilities and required enhanced data analytics and strategic oversight.

The sale process itself proved exceptionally difficult – with changing deal structures and two aborted transactions, plus increasingly complex commercial terms involving phased payments, planning conditions and property options.

What we did

We provided comprehensive Chief Finance Officer-level support throughout the entire transaction lifecycle, beginning in 2017.

• Our team worked alongside the client and their sales agents through multiple deal iterations, structuring complex arrangements including cash payments on exchange, deferred completion terms and property acquisition options
• We delivered sophisticated tax structuring advice, including executing a capital reduction demerger to remove non-scheme assets from the sale group
• Beyond the core transaction, we embedded ourselves within the business, providing quarterly investment committee participation, development monitoring, fit-out assistance, tenant covenant analysis and debt refinancing forecasts
• Our integrated approach combined daily operational support with high-level strategic advisory

The challenge

A family-owned property group worth around £30 million had reached a breaking point. Two siblings, each owning 45%, had fallen out over the future of the business.

Their mother held the remaining 10%, which she passed to the sister, which created more issues and a need for both sides to go their separate ways.

But dividing a group of this size isn’t straightforward. Without the right structure, they risked crystallising capital gains tax (CGT), stamp duty and other significant liabilities.

They needed a solution that would allow each family member to take their share – fairly, cleanly, and tax-efficiently.

What we did

We designed and delivered a bespoke demerger structure that separated the family interests while keeping tax exposure to an absolute minimum.

Our team:

• Advised on a new clean structure for both families post demerger that allowed the split to happen without triggering CGT
• Secured formal clearance from HMRC to give the family full peace of mind
• Structured the transaction so that the only tax payable was stamp duty – at just £50,000 on a £30 million property split and transfer

Because the demerger involved shares rather than property, we were able to mitigate tax efficiently while achieving the clean separation everyone wanted.

The challenge

A UK-based client was ready to invest £12 million into a US venture, a major opportunity with one big challenge: complex cross-border tax exposure.

The client didn’t have a direct relationship with the US company and wanted to avoid any unwanted US tax implications.

They needed a structure that would let them invest with confidence: simple, compliant, and tax-efficient on both sides of the Atlantic.

What we did

We stepped in to design and deliver the right structure from the ground up. Working with UK/US advisers, our team advised on the creation of a US Limited Liability Company (LLC) – the American equivalent of a UK LLP – and paired it with a General Partner / Limited Partner (GPLP) structure in the UK.

This combination ensured that:

• US tax liabilities didn’t roll up to the UK
• The investment remained transparent and compliant
• The client could invest without triggering unwanted US tax obligations

In short, we turned a potentially complex international investment into a seamless, efficient structure that worked perfectly for our client’s needs.

The challenge

A business specialising in fire and safety compliance for commercial properties was looking to sell their group. After finding a buyer, they faced a complex situation: nearly 70 shareholders, spread across three different categories:

1. Those wanting to sell all their shares
2. Those wanting to stay on and keep most of their shares (rolling up)
3. Those wanting to sell some of their shares and roll other shares over

To maximise reward and motivation in the event of a company sale, a number of key employees had long standing equity stakes in the business, and a significant number of other employees had options to acquire shares under the business’ EMI (enterprise management incentive) scheme upon a decision to sell.

Working out the amount that each shareholder should receive, dependent on whether they were planning to retain equity stakes, was a complicated yet vital aspect of the sale.

BKL had provided accounts, audit and tax advice to the business during a period of growth. They contacted us again for advice on the deal, knowing that we have expertise in guiding businesses through all aspects of sales and acquisitions. 

What we did

Our corporate finance team devised a detailed spreadsheet, clearly showing what every individual shareholder needed to be paid depending on their choices.

This spreadsheet was easy to manipulate as further information became available: new cash-like and debt-like items could be inserted, automatically updating each person’s shareholding calculation.

Given the number of shareholders and option holders, and the staged nature of the deal, our transaction tax specialists were also involved: providing specialist advice and right level of reassurance regarding the compliance on the share and option agreements that had been implemented over a twenty-year period.

The challenge

OPRO are market leaders in sports mouthguards. A UK-based business, they are trusted by grassroots athletes and professional players alike – including England Rugby, USA Wrestling, GB Taekwondo and the Gaelic Athletic Association. Both family-owned and tech-driven, OPRO’s royal Awards for Enterprise in Innovation span three decades. 

As a key step in OPRO’s growth, they entered discussions to buy their suppliers Two-Shot Moulding and Kaden Plastics: two limited companies under common ownership. A single strategic deal involving two concurrent acquisitions, this required separate but co-ordinated due diligence, legal documentation and execution processes for each entity.  

What we did

Throughout the acquisition process, our deals specialists worked closely with OPRO, OPRO’s legal advisers Teacher Stern and the other parties. Our support included: 

• Drafting the heads of terms and helping OPRO to negotiate the key commercial and financial aspects of the transaction  
• Financial and tax due diligence on Two-Shot Moulding and Kaden Plastics 
• Specialist advice on the financial, accounting and tax implications of the share purchase agreement 

Despite limited financial information being available to us on Two-Shot Moulding and Kaden Plastics, we were able to produce detailed reviews covering cash movements, historical value extraction by shareholders, and the normalised working capital requirements. 

The challenge

EARNZ Plc (Energy Advisory Regeneration Net Zero), formerly Verditek Plc, provide services to residential and commercial properties, including heating maintenance, boiler refits and new energy services.

They acquire and grow other successful businesses and focus on decarbonisation and achieving net zero.

Verditek Plc, then focused on developing green technologies such as solar energy generation, was quoted on the AIM market of the London Stock Exchange in 2017.

Following their IPO, they required experienced guidance to supplement their small team and equip the business for future growth.

Post-IPO, many ambitious businesses benefit from fractional finance leadership, gaining the strategic focus of a senior professional without the cost or commitment of a full-time hire.

What we did

Our team of specialist consultants provided a dedicated fractional financial controller. Our flexible back-office support developed alongside the client’s changing needs and included:

• Budgeting and reporting
• Interim CFO support
• Company secretarial services
• Attending board meetings and preparing papers
• Modelling the impact of pricing and operational changes
• Co-ordinating with nominated advisers (Nomads) and lawyers
• Support with secondary fundraises, ensuring proper investor admin and share creation
• Assisting with discussions to spin-off the legacy business in preparation for an AIM reverse takeover (RTO)

In 2024, Verditek Plc underwent an RTO, acquiring two energy services businesses and becoming EARNZ. We made this process less challenging by bringing our historical knowledge of operations and contracts and assisting with the post-RTO audit to a tight timeline. We continue to provide finance support services to the company.

The challenge

Edwards and Ward (E&W) are caterers with a strong reputation among schools and businesses. Founded in 1999 by Michael Edwards and Mike Ward, E&W had grown to a team of nearly 800.

Michael Edwards’ wish to retire presented an opportunity for the business to consider its next chapter. E&W’s managing director Nick Clegg was invited to undertake a management buyout (MBO). This would involve the use of a dedicated company by Nick and the existing management team to purchase the majority of shares.

For many well-established businesses, MBOs are the ideal way to blend the passion of the current team with ambitions to keep growing. However, the process can be complicated even for experienced business owners, requiring specialist support on both sides of the deal.

Based on BKL’s reputation for completing MBOs across many sectors, we were recommended to Nick by the founders’ advisers.

What we did

Throughout the process, our deal specialists:

• Advised Nick and the management team on all aspects of the transaction
• Negotiated with the founders’ advisers
• Worked alongside Nick’s lawyers to provide input on all financial and taxation aspects of the legal documentation
• Offered pragmatic solutions when issues arose, to keep the deal on track
• In particular, we helped both parties to agree on normalised working capital, the completion accounts, the precise consideration payable and the deferred consideration payments.