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The Business Finance Guide: A Journey From Start-Up To Growth New Edition
The Business Finance Guide: A Journey From Start-Up To Growth New Edition
finance guide
A journey from start-up to growth
New edition
In partnership with
The business finance guide (new edition) © ICAEW and British Business Bank 2016
Typographical © in the design and layout rests with ICAEW
If you want to reproduce or redistribute any of the material in this publication, you should first get the
joint copyright holders’ permission in writing. The views expressed in this publication are those of the
contributors. The publishers do not necessarily share their views. The publishers will not be liable for any
reliance you place on the information in this publication. You should seek independent advice.
ISBN 978-1-78363-659-4
Foreword
Together
on the journey
Since the British Business Bank and ICAEW’s Corporate
Finance Faculty jointly published the first edition of
The business finance guide in summer 2014, a growing
number of alternative finance solutions have become
more established, mainstream and accessible for the
UK’s smaller businesses.
This increasing diversity of supply means smaller
businesses should be able to exercise more choice when
considering financing. Although our research shows
businesses are becoming increasingly aware of their
options, many others are still hampered in their ability
to invest, grow and create jobs due to a lack of such
awareness and understanding of their choices.
The first edition of The business finance guide made a good
start in helping businesses become better informed. This
edition draws on the considerable expertise of a wider
range of partners from the finance industry and business
community to provide information on forms of finance
and where to find them – an essential starting point for
businesses in selecting the most suitable options for their Begin your journey now.
The online version of The
circumstances and plans. business finance guide includes
As well as being a handy guide to leaf through, an interactive tool which will
guide you through every stage
The business finance guide is now available online, offering of the financing journey.
enhanced content and interactivity that allows businesses
to explore their financing options more easily. You can
find the online version at thebusinessfinanceguide.co.uk.
If you are involved in advising businesses, I would
encourage you to contact either the British Business
Bank or ICAEW about becoming a distributor of this
publication.
Contents
The British Business Bank was set up with the aim of Introduction 2
making the UK’s finance markets work better for smaller All in the prep 3
businesses, and building awareness of finance options is The journey 6
a big part of that. I hope that this guide gives businesses Know your options 8
the information they need to capitalise on the variety of Know your options: equity finance 10
available finance so that they can continue their journey Know your options: debt finance 16
to success. Invest in advice 21
Find support 24
Keith Morgan, Chief Executive, British Business Bank The British Business Bank 26
thebusinessfinanceguide.co.uk 1
Introduction
Growing a business from the first seed of
an idea is not a smooth linear journey and
it’s not as simple as going from A to B.
The destination is seldom decided as the
business idea takes form, becomes a reality
and then grows into a successful enterprise.
The finance journey is continuous; there
may never be an arrival point.
For any business to travel on a journey it needs at all
points of that journey to be appropriately financed.
Businesses need to make sure there is the finance to
back their growth plans. Businesses are often started on
overdrafts or credit cards, or with help from friends or
family or by using the family property as collateral. But
soon after that the business will need to be financed so
it can stand on its own two feet if it is to be a sustainably
growing proposition.
This guide will be invaluable for entrepreneurs who are
starting a business, directors who are running growing
businesses and established companies – of all sizes – as
well as for business advisers and investors.
It explains how to approach the financing decision, the
questions to ask and how to treat it as a business process,
so that it is not as daunting as it can sometimes seem.
And if it does get daunting, good advisers can provide
further guidance. This guide also provides details of
where to obtain free advice on raising finance.
Once a business is up and running on the growth
journey, management will need to ensure that future
plans for growth can be financed. If not, there is a
chance the business will fail. The table on page 09
shows the options available to, and the decisions
faced by, business-owners along that journey.
On the growth journey there will undoubtedly be ups
and downs. Through the life of a business, as soon
as plans are made, be they looking for growth or for
survival or to batten down the hatches, the finance
must be in place to support those plans.
THE JOURNEY
The work to be done in getting a business to a
position where it can take on additional capital
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need not be too daunting a task; however, nor
should it be underestimated.
START by looking at the business afresh, with
a questioning mind, so that the answers to the
questions a potential shareholder or lender will
EQUITY FINANCE
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probably raise are immediately to hand.
Step out from your business
Take a fresh look at prospects and challenges
Analyse your opportunities
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Reach for the future
Think about finance
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thebusinessfinanceguide.co.uk 3
Business plan
Step out from your business Preparing a solid business plan is the key to
Entrepreneurs want to focus on doing business. securing funding. A robust business plan helps
For many, finance falls under the category of potential lenders or investors understand the
administration, which may not be their forte. vision and goals of the business. It also brings
But to make sure the business can move forward focus to management’s understanding of the
entrepreneurs must step out from the business and business strategy. It helps them understand the
ask the questions that need answering. risks inherent in the strategy and the impact
of any deviations from their plan – particularly
Take a fresh look at prospects when it comes to funding.
and challenges
Information will depend on the target audience,
Plans may have been made when the business
but it should incorporate:
was little more than an idea. Things change and
circumstances move on. You need to make a fresh • an executive summary, highlighting the main
assessment of where the business is, what the points, designed to grab the attention of
opportunities are, how achievable they are and potential lenders or investors;
what new challenges there are to the business.
• details of key personnel, their responsibilities,
skills and experience;
Analyse your opportunities
You need to make a detailed analysis of the • market analysis of the company, its products
prospects for the business in light of any changed or services and its competitors;
circumstances. A review of the new upsides and • details of current and intended client base;
the new downsides needs to be carried out and
the impact of them assessed, together with the • a marketing plan targeting new or existing
probability of different scenarios. customers;
• historical financial information covering
Reach for the future the last three years of trading (if available)
On the basis of the above analysis, prepare a – accounts (audited if available), and key
detailed forecast, looking at the forecast profit and accounting ratios;
loss (P+L) account and balance sheet and then,
• cash-flow data, including information about
crucially, at the cash flow, which will highlight how
standard payment terms and typical debt
much capital needs to be put into the business to
turn;
finance your latest plans.
• financial forecasts for the next three to five
Think about finance years, presented as the historical information,
You then need to think about the financing and highlighting the key underlying
options for the business, how appropriate and how assumptions;
attainable they may be. To secure debt financing • cash-flow forecasts covering the next two
and/or investment, you need to make your to three years (or in the case of a start-up or
business proposition clear and understandable to turnaround, until the business moves into
your target audience – with a business plan. At profit), clearly highlighting the amount of
this stage a business is likely to require outside funding required;
advice and experienced resource to ensure that it
is ‘investment ready’ for potential investors, giving • how creditors, capital expenditure, debtors
it the best possible chance to secure funding. and stock will be managed over the forecast
Be open-minded. The funding landscape has period;
developed considerably over recent years and • additional ‘flexed’ forecasts showing the
there are a lot of options available – some are new impact of key downside scenarios, such as
and some have been around for some time. sales targets not being met or cost savings
taking longer to come on stream, may also
be included, or if required, must be included;
and
• how equity investors can exit or refinance the
business, and realise their investment.
THE JOURNEY
This can demonstrate the attractiveness of the
in a growing business.
business as an investment.
Management must have an understanding of the
If a business is looking for debt finance the plan
amount of cash and working capital required to
needs to demonstrate how the business will be
operate the business. Then working capital needs
able to both meet interest payments and repay
to be carefully managed. For example:
the capital element over the period of the loan.
A repayment schedule linked to the forecasts will • stock and work-in-progress (WIP) levels
make this clear. And when looking for equity, must be reviewed, and excess stockholdings
the plan will need to show how the potential actively reduced;
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shareholder would receive dividends and how
•
sales invoices must be issued in a timely
the value of the business and therefore their stake
manner and through best-practice credit
would grow.
management procedures, with payments
The plan should always be ‘fully funded’ – with collected within those terms;
sufficient headroom so that the whole process
• contractual agreements with suppliers should
will not have to be revisited too soon. Whether it
be reviewed to generate cash and suppliers
is short-term debt finance or long-term growth
paid to credit terms;
capital, different equity investors and different
EQUITY FINANCE
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debt providers will all have specific requirements • capital expenditure should be carefully
when it comes to the content of business plans. assessed and consideration given to the
cash-flow implications of outright purchase;
There is more detail on how to prepare a
and
business plan on the websites of many of the
contributors to this guide. Website details are • automated payment methods should be used
on pages 24–25. wherever possible – getting customers to pay
by electronic transfer or through direct debit
helps increase the speed and certainty of
payment.
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‘The best journeys in life are
This approach to cash management is not
those that answer questions just part of the preparation for taking on new
investment or debt; it is a procedure that must
you never thought to ask.’ be ongoing. With new stakeholders the scrutiny
Rick Ridgeway of cash flow will likely be even greater as the
business’s journey proceeds.
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thebusinessfinanceguide.co.uk 5
The journey
• Pre-trading
• Pre-profit
• Profitable and growing
• Established and growing
• Established and stable
• Established but stressed
• Initial funding
• L
aunch product/
service/brand
• Organic sales growth
• E
xpand into new
markets or areas
• Expand internationally
• Invest in new facilities
• R
efinance/reduce cost
of borrowing
• Need capital restructuring
• Improve cash position
• Acquisition plans
EQUITY FINANCE
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Do you take equity,
debt or both?
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What financing options are available?
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EQUITY DEBT
• Seed finance • Start-up loan
• Angel finance • Overdraft
• Equity crowdfunding • Bank loan/bond
• Venture capital • Peer-to-peer lending
• C
orporate venture • Asset-based finance
capital • L
easing or hire
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thebusinessfinanceguide.co.uk 7
Know
your options
For any entrepreneur, wherever they are on their
business journey, knowing what options there are
along the way is key to making successful progress.
And, crucially, this applies to the financing options.
The idea that an exact route can be mapped out for
a business is one road analogy too far. Running a
business will throw up many new challenges: closed
roads or roads that lead to dead ends, so being aware
of the alternative routes is critical. You may need to
take advice on directions but if you are forearmed
with the knowledge that there are alternatives, the
journey is far less daunting.
This table shows the various options commonly
available at different business stages. Availability will,
of course, depend on the circumstances of a business.
THE JOURNEY
Leasing & hire purchase
Peer-to-peer lending
IPO/public offering
Bank loan/Bond
Growth finance
Venture capital
Angel finance
Private equity
Start-up loan
Seed finance
Overdraft
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What stage is your
business at?
Pre-trading
Pre-profit
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Established and stable
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business right now?
Initial funding
Launch product/service/
brand
markets or areas
Expand internationally
Refinance/reduce cost
of borrowing
Acquisition plans
*Asset-based finance includes asset-based lending, factoring, invoice discounting and supply chain finance
thebusinessfinanceguide.co.uk 9
‘The angels who
backed my businesses,
backed me from
Know your options: an early stage,
Equity finance
through international
expansion, all the way
through to flotation.
We could not have
You can look to equity investment as a way to made that journey
finance many different stages of the business
without them.’
journey. Whether starting out or experiencing
a high-growth phase, equity is an important Sherry Coutu, CBE
part of finance arrangements for businesses and
usually brings broader expertise with it.
It is also important to recognise that some
investors can take a minority stake – not always
a majority stake. Investors’ interests are aligned
with the business, meaning all are on board for
the growth journey.
THE JOURNEY
equity crowdfunding platforms. In reality, it is not
equity financing can be raised solely from existing
quite that simple – business angels, for instance,
shareholders, through a rights issue.
may invest at many stages in the business’s
growth. As it progresses, a company’s shareholder
register will be a mix of investors who have taken
stakes at different stages of its journey.
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repaid by a certain date. Shareholders’ return
is usually paid in dividends or realised through
capital growth. Both are dependent on the
You need to consider several issues before selling
business’s growth in profitability, and its ability to
a stake in your business in exchange for capital.
Here are the main advantages to a business of generate cash. Because of the risk to their returns,
different forms of equity finance. equity investors will expect a higher return than
debt providers. Where a project requires longer-
• Equity funding is committed to the business term investment than conventional debt offers,
and its intended projects, even if plans change. equity will be the most suitable form of finance.
EQUITY FINANCE
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• Equity investors take a risk acquiring shares. In There is also a hybrid of debt and equity
exchange they can see uplift in the value of their finance – mezzanine. Mezzanine and growth
stake if the business performs well, as a result of
capital loans are covered under growth
the deployment of that additional capital.
capital in the debt finance section.
•
Investors have aligned interest with the
business towards the pursuit of its growth
and success. Its growth and profitability will Other considerations for businesses looking
increase the value of the business and therefore for equity investment.
their shareholding. • Raising
equity finance can be costly. It demands
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• As well as taking a stake in the business, management time, which may be diverted
the right angels, venture capital investors or from the day-to-day running of the business.
any other equity investor can bring valuable • Potential
investors will scrutinise past results
resource to the business. Their skills, experience and forecasts of future performance, and will
and contacts can help with the development of investigate background information, including
the business strategy. that of the management team.
• If it is a private company, the business owner • The
owner’s share in the business will be
can sell their stake privately to a willing private diluted. And once the new shareholders
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buyer, or if the business is to be listed they can invest, management will face varying degrees
sell their shares through the flotation. of influence when making major strategic
• Investors are often prepared to provide decisions, of course depending on the nature of
follow-up funding as the business grows. the shareholding and the stake acquired.
•
Public equity raising provides a liquid market, • Management
time will need to be invested in
which can be accessed if further fundraising is producing regular information for the investor
required for future growth plans. to monitor.
•
Equity crowdfunding provides a company • There
can be legal and regulatory requirements
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with wider access to capital providers among to comply with when raising equity finance.
customers and the public. • There
are more disclosure and governance
• The crowdfunding process can be relatively requirements if a company raises capital from
quick and attract customers at the same time. public markets.
• Crowdfunds
are normally ‘fill or kill’ – if a
proposition does not hit its target it receives
no investment at all.
• Dividend
payments are not deductible for
tax purposes.
thebusinessfinanceguide.co.uk 11
Business angels or knowledge transfer. It is important that the
Business angels are individuals who make equity corporation’s aims are aligned with those of the
investments in businesses with growth potential, business.
businesses in the early stages of development, or Find out more through the BVCA (British Private
in established businesses looking for expansion Equity & Venture Capital Association), bvca.co.uk,
capital. Angels back high-risk opportunities, with the as well as its dedicated website on venture capital –
potential for high returns. venturecentral.co.uk.
Some invest on their own, others through an angel
syndicate or club. However, the most significant Helping hand from HMRC
trend is for angels to invest in syndicates or groups,
When taking on equity, businesses should make
generally with a lead angel. At seed stage, lower
potential investors aware of four HMRC schemes.
amounts of funding may be available. Businesses
These encourage investment in unlisted growth
in the growth stage may be able to attract higher companies, through a range of tax reliefs against
amounts from angel syndicates. Angels can offer investment in new shares.
multiple rounds of finance and frequently co-invest
with other sources of equity and co-investment Seed Enterprise Investment Scheme (SEIS)
funds as further growth finance is required. At the time of the new shares being issued,
start-up companies eligible to receive investment
When taking on angel investment, a business should through the SEIS must:
look beyond the capital they put in. Most angels
can bring valuable first-hand experience of growing • employ fewer than 25 full-time equivalents;
businesses, often early-stage businesses. Their skills • have less than £200,000 of gross assets; and
and experience will be shared with the business,
as well as their network of contacts. Most focus on • not have had any EIS or VCT investment.
investments within a small geographic area, and so Companies can receive a maximum of £150,000
have local knowledge and local networks. Angels under an SEIS.
often make investment decisions quickly, without
complex assessments. However, tracking down the Enterprise Investment Scheme (EIS) and
right angel can take time. Venture Capital Trust (VCT) Scheme
Businesses eligible to receive investment through
Find out more through the UK Business Angels the EIS or VCT schemes must, at the time of the
Association, ukbusinessangelsassociation.org.uk. capital raising:
• employ fewer than 250 full-time equivalents,
Venture capitalists
(500 for ‘knowledge-intensive’ companies);
Venture capitalists invest in businesses with the
potential for high returns – those with products or • have less than £15m of gross assets, and no
services with a unique selling point, or competitive more than £16m after the capital raising;
advantage. They invest in a portfolio where a
• not be listed on a recognised stock exchange,
significant number of businesses may fail, so those
such as the London Stock Exchange, (but AIM
that succeed have to compensate for those losses.
listed companies are permissible); and
They also want proven track records, and so rarely
invest at the start-up stage. Like angel investors, • be carrying on a ‘qualifying’ trade.
venture capitalists bring a wealth of experience
Social Investment Tax Relief (SITR)
to the business. They are unlikely to get involved
Social enterprises eligible to receive equity (or
in the day-to-day running of the business but will
with certain restrictions debt), investment through
often help focus the business strategy.
the SITR scheme must, at the time of the capital
Securing VC investment can be a complex, costly raising:
and time-consuming process. A detailed business
• employ fewer than 500 full-time equivalents;
plan is a must. And legal fees will be incurred
through the deal negotiation, regardless of whether • have less than £15m of gross assets, and no
investment is ultimately secured. more than £16m after the capital raising; and
Corporate venture capital (CVC) is another growing • not be listed on a recognised stock exchange,
source of funding for small businesses. It describes such as the London Stock Exchange (but AIM
a wide variety of equity investment undertaken listed companies are permissible).
by a corporation, or its investment entity, into a There are further requirements, which the
high-growth and high-potential, privately-held company or social enterprise must meet for a
business. CVC performs the same economic role continuous period from the issue of the shares,
that private venture capital plays – the identification (or debt if raised through the SIRT scheme).
and nurturing of the innovative businesses of
the future. This formal and direct relationship is Companies can raise a maximum of £5m in any
usually three-fold: by making a financial investment one year, and £12m in total, from these four
in return for an equity stake in the business; by schemes, (or £20m for ‘knowledge-intensive’
offering debt finance to fund growth activities for businesses).
an agreed return; by offering non-financial support For full details of the latest range of tax reliefs visit
for an agreed return, such as providing access to hmrc.gov.uk.
established marketing or distribution channels,
THE JOURNEY
on which it can grow further. The PE model
or VC finance through more traditional routes –
of governance consists of the combination of
for start-up, early-stage and growth companies.
strategic, financial and operational expertise.
The provision of non-financial support includes Before putting a pitch for equity investment on a
facilitating access to established marketing or crowdfunding platform, you would need to show
distribution channels. PE investors would actively that your business is investment-ready. As with
manage their investment through a period of five attracting traditional angel or VC investment,
to seven years on average. After this they would you would need to produce a business plan and
exit their investment, selling their shares, having financial forecasts. A business might also include
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seen the value of the invested company grow. a video summarising the opportunity.
A PE firm may sell their stake to another PE firm
The fees payable for raising equity finance on
or a corporate trade buyer. Alternatively, it may
the crowdfunding platform will typically be a
publicly list the company.
success fee and legal fees related to the issue.
You may incur additional legal and advisory
fees in the preparation of the pitch. Limited due
Equitable questions for an equitable
diligence is usually carried out by the platform
outcome
and the investor may have the option to ask for
Before seeking equity finance, consider these five more information. Although the investment will
EQUITY FINANCE
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questions: be listed on the platform, investors will not be
1. How much is required? advised to invest in a particular equity offering.
3. How long will the funds be needed for? • pure crowdfunding, where every investor
is equal and every one becomes a direct
4. What other skills does the business need? shareholder;
5. What
level of control do existing shareholders
• angel-led crowdfunding: where one
want to retain?
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experienced investor leads the round,
The answers can be incorporated in a negotiating the terms and due diligence,
comprehensive business plan, which should and the crowd follow; and
incorporate realistic financial projections, a
detailed marketing plan and, crucially, what the • crowdfunding with a nominee structure,
investor can expect in return. where the platform plays an ongoing role
representing their crowd investors’ interests
Networking and making use of any suitable by appointing a single nominee.
contacts is critical to finding appropriate potential
investors. Many corporate finance advisers will Equity crowdfund raisings can be eligible for SEIS
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have networks of contacts in the business angel, or EIS relief (see box on page 12).
VC and PE communities. Engaging an adviser can Equity crowdfunding is regulated by the Financial
help the process.
Conduct Authority (FCA).
Many private investors focus on specific industry
Some crowdfunding platforms offer both equity
sectors or geographical areas. The following
and debt finance.
associations may help you to track down investors,
networks or networking opportunities: Find out more on the UK Crowdfunding
• UK Business Angels Association – see
the Association website, ukcfa.org.uk.
ukbusinessangelsassociation.org.uk;
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thebusinessfinanceguide.co.uk 13
The British Business Bank is encouraging The London Stock Exchange’s Main Market
diversity and competition in equity investment provides companies with access to Europe’s
markets for smaller UK businesses by committing deepest pool of capital as well as the key benefits
capital to investment funds. It does this through of higher profile and liquidity.
the following funds.
For commercial trading companies, there are
Enterprise Capital Funds are commercially- three types of listing on the Main Market. First
focused funds that bring together private and there is Premium or Standard Listing. The former
public money to make equity investments in has stricter requirements, such as a 25% free
high-growth businesses. The investment float but both need a three-year trading record.
encourages venture capital funds to operate in a
High-growth businesses that may be ineligible
part of the market where smaller businesses are
for Premium Listing can also access capital via the
not able to access the growth capital they need.
High Growth Segment, which requires a 10% free
The Venture Capital Catalyst Fund invests in float and gives eligible companies the opportunity
commercially viable venture capital funds that to fund their growth while preparing for an official
might otherwise fail to reach a satisfactory listing in time.
‘first close’.
A listing on the Main Market offers companies:
The UK Innovation Investment Fund (UKIIF) • access to a robust, real-time share price;
supports the creation of viable investment funds
• access to deep pools of capital;
targeting UK high-growth technology-based
businesses. • benchmarking through the FTSE UK Index
Series; and
The British Business Bank is also investing
• high profile through media coverage,
alongside business angels via the Business Angel
investment research and announcements.
Co-Investment Fund (Angel CoFund), which
supports businesses with strong growth potential. Find out more at londonstockexchange.com.
Further information on these and other
British Business Bank solutions can be found at
In addition, a public listing will increase the profile
british-business-bank.co.uk.
of the company with a wide range of stakeholders,
including customers, suppliers and peers, and allow
it to incentivise key employees through share option
Public listing plans more easily.
The next stage of growth for a business may involve
applying for a public listing of its shares. If your business has a trading track record and further
growth plans, it would be in a position to raise equity
The UK markets are the London Stock Exchange’s Main capital through an IPO (flotation). A proportion of
Market, AIM and the ICAP Securities and Derivatives its shares would then be listed on a stock exchange
Exchange (ISDX). Going public is a major milestone in a and traded in the secondary market. An IPO is the
company’s journey. sale of shares to institutional and larger investors and,
The process of listing is time-consuming and involves a sometimes, the general public.
range of advisers, but it is an opportunity for a company The run-up to a company seeking a listing can be
to critically examine itself. The decision to launch an IPO broadly divided into two phases – pre-IPO preparation
(initial public offering) or flotation must be based on a and the IPO process itself. Pre-IPO preparation includes
realistic assessment of the business, its management, the critical review of a company’s business plan and
where it is in the stage of its development and its growth prospects, assessing the management team,
prospects. appointing an appropriate board, tightening internal
A listing may be used to raise money to: controls, improving operational efficiency and resolving
issues that may adversely affect the listing early on.
• finance growth opportunities;
• finance acquisitions;
• rebalance the balance sheet;
• broaden the company’s shareholder base; or
• provide liquidity at listing or when it comes
to trading shares in the company.
THE JOURNEY
• The company’s financial performance should Once on market, the company will have access to
preferably be one of consistent top- and further equity capital, through a further issue or
bottom-line growth, with a sound balance placing, should it need additional finance on its
sheet post-IPO. journey.
• financial model should demonstrate clearly
A
the company’s growth prospects and AIM is London Stock Exchange’s market for
associated risks to give investors confidence. smaller growing companies. AIM has less
prescriptive eligibility and ongoing requirements
• If the company is raising new capital, the use
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than the Main Market and enables earlier stage
of proceeds should be clearly articulated and
businesses, including those with angel and
in line with strategy.
venture capital backing, to benefit from a flotation
• Proper financial controls need to be in place. on a public market. It provides a global platform
for these businesses to raise their profile and gain
• A publicly-listed company will need to access to permanent capital.
clearly articulate its corporate governance
arrangements to demonstrate it has a board
capable of running a public company.
ISDX is a London-based stock exchange providing
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The IPO is a step in a company’s growth cycle
UK and international companies with access to
and the start of its life as a public company,
European capital through a range of fully-listed
which will make certain ongoing demands on the
and growth markets.
business. Financial statements must be produced
and corporate governance codes adopted to The ISDX Growth Market is a source of equity
provide a framework for long-term engagement finance for small- and mid-cap companies coming
with shareholders. Quoted companies are subject to a public market for the first time, as well as for
to shareholder monitoring, as their shareholder existing issuers to raise further funds. Its admission
base is likely to change more often, and there process and ongoing regulation are designed to
meet the needs of smaller companies.
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is always the possibility of a change of control.
Generally, the actions of the company will come The ISDX Main Board is an EU Regulated Market
under far greater scrutiny, as one would expect serving the needs of companies and other issuers
when its shareholder base is spread wider and seeking cost-effective admission to trading
the public can potentially own shares in it. For through the UKLA’s Official List or other European
many management teams this may be viewed as Competent Authority.
preferable to having a smaller number of more isdx.com
dominant private shareholders. IN ADVICE
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thebusinessfinanceguide.co.uk 15
Debt can be used for longer-term investment
Know your options: and/or to fund working capital. For the former,
a loan, leasing arrangement or bond can be
Debt
more appropriate and for the latter, some form
of overdraft or asset-based finance (ABF) is likely
to be more appropriate. At any stage of its
development a business is likely to need a mix of
finance
different forms of debt. All have their advantages
for different aspects of a business’s growth plans.
Debt, in its simplest terms, is an arrangement
between borrower and lender. A capital sum is
borrowed from the lender on the condition that
Just as short-term capital should not be used the amount borrowed is paid back in full either at
to fund long-term plans, so the reverse is true. a later date (a bullet repayment), multiple dates,
On the financing journey it is highly likely that or over a period of time. Interest is accrued on the
debt and the business’s repayment usually has an
you will need both, and the task is to get the element of capital repayment and interest.
mix right. Debt will undoubtedly be involved
Unlike equity, debt does not involve relinquishing
in growing a business. Debt comes in many any share in ownership or control of a business.
different forms, each of which can be more However, a lender is far less likely to help a
or less appropriate to the type of business, business hone its strategy than a business angel
or VC investor.
the stage it is at in its development or the
plans it has to grow. And often an established There are three broad categories of debt:
THE JOURNEY
facility according to the terms of the loan, and because the finance cannot be recalled during the
service the loan by meeting interest payments. life of the agreement, provided the business keeps
Market conditions and regulatory requirements, up with payments.
such as those that mandate responsible lending to
viable businesses, may also impact the ease with A leasing company buys and owns the equipment,
which a business can access a loan or overdraft. which the business then rents for a predetermined
period. The business also has the option to replace
It is likely that the business will need to provide
or update the equipment at the end of the lease
security for any money borrowed against other
period. Typically, the lease will have a set interest
personal or business assets. A lender may be
YOUR OPTIONS
KNOW
rate, which fixes the outgoings on that asset.
able to access the Enterprise Finance Guarantee
programme (see box on page 19). If a business wants to own the equipment at the
end of the agreement, but avoid the cash flow
Debt funds impact of buying outright, then hire purchase is
Increasingly debt funds are offering to lend directly an option. A finance company buys the equipment
to businesses. This has been more targeted at larger and the business repays the cash price plus interest
businesses and has arisen in the wake of the financial through regular repayments. These agreements
crisis, as the funds have stepped in where banks have are also normally at fixed interest rates. At the end
been forced to reduce the size of their lending book of the agreement there is usually a nominal fee to
EQUITY FINANCE
YOUR OPTIONS
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because of liquidity rules. The loan will typically be acquire title to the equipment.
indistinguishable from a bank loan in relation to the The accounting treatment of leases and hire
terms. Often debt funds will co-lend alongside banks. purchase agreements are different. A chartered
accountant will be able to advise on this.
Peer-to-peer lending
Leasing and hire purchase are available directly
One major innovation in the supply of debt to
from specialist providers, or indirectly through
business is P2P business lending. This is where
equipment suppliers or finance brokers.
internet-based platforms are used to match lenders
DEBT FINANCE
YOUR OPTIONS
KNOW
with borrowers. The UK is at the forefront of innovation Most of the firms providing asset finance in the UK
in this growing form of alternative online finance. are members of the Finance & Leasing Association
(FLA) and all their agreements would be subject
P2P business lending is a direct alternative to a bank
loan. It can often be more quickly arranged and it to the stringent standards set out in the FLA’s
allows partners, customers and friends and family Business Code of Conduct. Find out more at
who invest through the platform to share in the fla.org.uk/asset.
returns of the business. Investors can lend small parts
of individual loans, for very small amounts, which Asset-based finance
encourages a wide range of lenders to participate ABF is a collective term used to describe invoice
IN ADVICE
INVEST
across multiple loans. P2P business loan sizes range finance (IF) and asset-based lending (ABL). IF
from a few thousand pounds up to several million with includes factoring and invoice discounting,
the upper threshold increasing as the industry grows. which will both involve funding provided against
outstanding debts.
Platforms have set criteria to define which businesses
can borrow through the platform. They usually IF can be used to support cash flow and release
require borrowers to have a trading track record, to funding for investment by generating money
submit financial accounts, and they perform credit against unpaid invoices. IF is available to businesses
checks as part of the credit assessment. Platforms that sell products or services on credit to other
offer either a fixed rate or, in some cases, lenders bid businesses. The funding provided tracks the
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for loans by offering an interest rate at which they growth in the business – increasing turnover
would lend. In this instance, borrowers accept loan unlocks more funding.
offers at the lowest interest rate.
Single invoice finance, where finance is raised
The FCA regulates P2P lending. P2P loans have been against individual invoices, rather than turnover
eligible to be held in Innovative Finance Individual in total, is also available but is generally more
Savings Accounts (IF ISAs) as of 6 April 2016. expensive. P2P invoice finance platforms, which
Further information can be found on the Peer-to-Peer serve a broker function, are also increasingly
Finance Association website, p2pfa.info. playing a role in providing invoice financing.
thebusinessfinanceguide.co.uk 17
• Factoring involves provision of finance through
the purchase of invoices by the financier (the Weighing it up
factor), representing the debts owed to the Advantages of different forms of debt
business. The factor will advance the majority • The
terms can be tailored to suit the precise
of the value of the invoices on notification with needs of the business.
the balance of the value made available once
invoices are paid by the debtors. The factor • Repayments
are straightforward, so can be
works on behalf of the business – managing simply planned for and the cash-flow impact
budgeted.
the sales ledger and collecting money owed by
customers. • Generally,
a loan costs less in interest than an
overdraft over the same term.
• In effect, factoring combines the provision of
finance with a service element, helping the •
Interest is only paid on the amount of money
business with credit control, which can be used in an overdraft and the facility is only used
particularly valuable for smaller businesses. if required – so they provide flexibility. Similarly,
Export factoring is also available to support with invoice finance the equivalent of interest
businesses selling internationally. is only payable on the amount drawn down.
THE JOURNEY
Further detail about the Standards Framework
Mini-bonds are similar but, crucially, they are
is available at: abfa.org.uk/standards. You
not traded on a stock market and can only be
can check whether a finance provider is a
promoted to certain types of investor. A lender
member of the ABFA at: abfa.org.uk/members/
is also tied in until they mature.
memberslist.asp.
YOUR OPTIONS
KNOW
are repaid via a pre-agreed percentage of a smaller UK businesses by providing guarantees
business’s card transactions. Unlike many other on loans and loan portfolios, and by direct
forms of business funding, company or personal investment to support lending.
assets are not required as security. If the cash
The Enterprise Finance Guarantee programme
advance takes longer to pay off, the originally
provides loan guarantees, encouraging lending
agreed repayment cost remains the same.
institutions, including banks, to lend to viable
smaller businesses that would otherwise be
declined for lacking adequate security.
Business Banking Insight (BBI) is an The ENABLE Guarantees programme provides
EQUITY FINANCE
YOUR OPTIONS
KNOW
independent website which looks at how well guarantees on loan portfolios, helping lenders
the UK’s small and medium-sized businesses to unlock more lending to smaller businesses by
are being served by banks and other finance enabling them to use their capital more efficiently,
providers. First commissioned by the chancellor freeing up capacity.
of the exchequer and now managed by the
The ENABLE Funding programme makes
Federation of Small Businesses and the British
available cost-effective funding to asset and lease
Chambers of Commerce, the BBI website publicly
finance providers, helping them to increase their
showcases the experiences of more than 20,000
provision to smaller UK businesses.
businesses. It shows how they rate their banks
DEBT FINANCE
YOUR OPTIONS
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and finance providers, across a wide range of The Help to Grow programme (pilot) works
products and services. For more information visit: through partners to address the financing needs
businessbankinginsight.co.uk. of smaller businesses which are struggling to
raise sufficient senior debt to fund their growth
opportunities.
thebusinessfinanceguide.co.uk 19
Growth finance • etters of credit – these are issued by a
L
Growth capital loans and mezzanine finance bank, guaranteeing that the buyer’s payment
(growth finance) are flexible debt financing that will be received on time and for the correct
are tailored to the specific risks in the business, amount, assuming the goods (or services)
with a repayment plan to match the forecast cash have been supplied as agreed. If the buyer
generation of the business. While they are a form is unable to pay any or the entire agreed
of debt, both share many of the characteristics of amount, the bank will cover the shortfall.
equity. However, they rank below senior debt. The bank also acts on behalf of the buyer
– the holder of the letter of credit – by
Both are most appropriate for financing high-
ensuring that the supplier will not be paid
growth businesses, and are typically used to
until the goods have been shipped.
finance the expansion of existing companies by VC
investors – for product developments, penetration
of new markets, infrastructure investments, or for UK Export Finance is the UK’s export credit
strategic acquisitions. Basically debt capital, growth agency and government department. It works to
finance gives the lender the rights to convert to an ensure that no viable UK export fails for want of
ownership or equity interest in the company if the finance or insurance by offering:
loan is not paid back in time and in full.
•
free and independent guidance on sources of
As they can be structured with low cash export finance;
coupons they can reduce the cash burden, so
are particularly suited for funding high growth, • release
of working capital with bank
where senior debt may be less appropriate. guarantees for credit facilities or contract
bonds;
Export finance • security
of payment with export credit
When businesses export, they need to be sure insurance; and
they can afford to produce the goods and that
• competitive
finance packages for overseas
they will be paid. Export finance helps mitigate
buyers with buyer credit guarantees or direct
risks such as default or delayed payment.
loans.
Manufacturers who import raw materials face
The Export Working Capital Scheme assists UK
other challenges. Overseas suppliers want to
exporters in gaining access to working capital
be paid for materials before shipping, so the
finance in respect of specific export contracts.
need arises for finance to fill the gap between
Find out more or book a consultation with an
importing the raw materials and the point at
export finance adviser: gov.uk/uk-export-
which the finished product is sold. That’s where
finance.
export finance comes in.
Export finance covers a wide range of tools, all
used by banks to manage the capital required to
allow international trade to take place as easily Trade finance
and securely as possible. Traditional tools are as Funding that assists businesses in purchasing
follows. goods, whether from international or domestic
sellers, is termed trade finance. It is often
• Bonds
and guarantees – if the seller fails transactional, with finance only being provided
to deliver the goods or services as described for specific shipments of goods and for specific
in the contract, the buyer can ‘call’ the periods of time. Here the asset being funded
bond or guarantee and thereby receive against is the goods themselves (as opposed
financial compensation from the seller’s to invoices in IF) and until repaid by the client,
bank. The types of bonds and guarantees the goods belong to the finance provider. The
include tender guarantees, advance payment process is supported by letters of credit, bills of
guarantees, retention money guarantees, exchange and bank guarantees.
performance guarantees and customs bonds.
YOUR OPTIONS
KNOW
een.ec.europa.eu
may just have experience of the one
they are in. Innovate UK is the UK’s innovation agency, and
provides networking collaboration and funding
Government sources of information opportunities, business-led innovation and R&D.
greatbusiness.gov.uk links to key sources of
Innovate UK’s Smart funding scheme provides
advice for businesses looking to grow, export grants for start-ups and SMEs to help them
and recruit. develop their innovations – from proof-of-
market through to proof-of-concept and on to
EQUITY FINANCE
YOUR OPTIONS
KNOW
gov.uk/business provides advice on starting,
running, growing and financing a business, with prototype development. It provides grants of up
an accompanying helpline available on: to £250,000 per project.
• telephone: 0300 456 3565 You can find out more at: interact.innovateuk.org.
• textphone: +44 (0)20 8742 8620. Innovate UK’s Knowledge Transfer Network
(KTN) brings together businesses, entrepreneurs,
gov.uk/business-finance-support-finder academics and investors to network, collaborate
provides details on publicly supported finance, and share information and ideas about innovative
advice schemes, grants and loans. new products, processes and services. The KTN’s
DEBT FINANCE
YOUR OPTIONS
KNOW
teams cover all significant sectors of the economy,
The government’s Intellectual Property Office
from defence and aerospace to the creative
offers comprehensive guidance on using industries, the built environment to biotechnology
intellectual property to raise finance in its ‘IP and robotics.
Finance Toolkit’, which can be found at gov.
uk/government/organisations/intellectual- You can find out more at: ktn-uk.co.uk.
property-office.
mentorsme.co.uk is an internet-based mentoring
Business mentoring gateway linking UK businesses who are looking for
IN ADVICE
INVEST
Investment readiness may be the goal, but a mentor with over 27,000 mentors. The British
before a robust business plan can be prepared, Bankers Association manages the portal, working
the business may need access to knowledge with its mentoring partners and more than 1,000
and information so it can make the right finance volunteer bank mentors offering expertise in
choices. financial support. All mentors can be accessed
through the website.
Business mentors have both practical experience
and a network of contacts to help businesses
make the right choices. A mentor acts as
For businesses in the arts, cultural and creative
an independent sounding board for ideas,
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thebusinessfinanceguide.co.uk 21
ELITE is a London Stock Exchange programme ICAEW’s Business Advice Service offers help
and platform which facilitates engagement to businesses in England, Scotland and Wales to
between private growth businesses, corporate overcome the challenges they face, including:
advisers, investors and business leaders. The
• how to grow a business;
18-month programme helps businesses with
organisational review and change; executing the • securing loans, capital and finance;
planned change; and accessing new business
• keeping staff and creating new jobs;
opportunities and funding. To be eligible for
application, companies must: generate at least • meeting tax and regulatory requirements;
£5m in revenues; be able to demonstrate growth
• export planning;
prospects; and require external investment.
• planning for long-term sustainable growth;
For further information visit:
londonstockexchange.com/elite. • debt management; and
• legal issues.
Businesses are offered a free advice session
Business coaching with an ICAEW Chartered Accountant. Visit
Coaching can help a business produce its business businessadviceservice.com to find the nearest
strategy and financial plan. Presentation training is office participating in the scheme.
extremely useful in helping management present
icaew.com
the company and their plans in the best possible
light. It prepares them for the rigorous scrutiny
of those plans by potential lenders or investors.
Business growth hubs
At this stage an adviser would be comfortable
introducing the company to a network of Growth hubs are public/private sector
investors or lenders. Many independent advisory partnerships under the governance of the Local
firms offer mentoring services. Enterprise Partnership (LEP). They bring together
public and private sector partners to promote,
coordinate and deliver business support. They
Accelerators and incubators provide a mechanism for integrating national and
There are now many business accelerators across
local business support, so it is easy for businesses
the UK, which can be a valuable resource for to access.
start-ups. There are many different types of
accelerator, often supported by the EU, national Growth hubs aim to make it easier for businesses
or local government, academic organisations and to start and grow, by ensuring business support is:
large businesses. • simpler – providing a single local access
An accelerator provides advice, mentoring, point for all public and private sector business
practical and technical support to groups of new support;
ventures often in return for a small equity stake • ore joined up – local support is aligned with
m
in the business. Some accelerators will also invest national programmes to improve coordination
equity capital or convertible loans. Others may and reduce duplication of business support;
take an option to acquire an equity stake at a later and
date. • easier
to access – through promotion of
Incubators are similar to accelerators – and mainly business support locally, assessing business’s
work in the science and technology sectors. needs, then connecting them with appropriate
These are ‘co-working’ spaces, where early-stage support; as well as enabling contact with other
businesses are given guidance when developing businesses for advice, support and mentoring.
concepts into commercial projects, whether they There are currently 39 growth hubs (one in each
have been independently developed or spun LEP area).
out of academic, government or commercial
For a list of growth hubs visit:
organisations.
lepnetwork.net/growth-hubs.
THE JOURNEY
and is delivered through the local authorities.
It offers a range of advice and support to
new, established and growing businesses. Visit
bgateway.com.
Visit mygov.scot/business for further
information.
Businesses can also find out about finance
options at mygov.scot/ways-to-fund-your-
YOUR OPTIONS
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business.
EQUITY FINANCE
YOUR OPTIONS
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Find out more at financewales.co.uk.
DEBT FINANCE
YOUR OPTIONS
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the LEP network website, lepnetwork.net.
IN ADVICE
INVEST
thebusinessfinanceguide.co.uk 23
Find support
THE JOURNEY
Forum of Private Business Peer-to-Peer Finance Association (P2PFA)
The forum is a not-for-profit membership The P2PFA is the industry association
organisation, which offers a one-stop-shop representing debt-based alternative finance
business support service, focused on the growth providers operating through electronic
and profitability of small businesses. platforms.
fpb.org p2pfa.info
YOUR OPTIONS
KNOW
provides networking, collaboration and funding organisation representing the interests of
opportunities, business-led innovation and R&D. small- to medium-sized quoted companies.
interact.innovateuk.org theqca.com
EQUITY FINANCE
YOUR OPTIONS
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members, encouraging entrepreneurial activity usually taking the form of loans. Responsible
and promoting responsible business practice Finance providers tailor their services locally to
for the benefit of the business community and the needs of those often excluded. They offer a
society as a whole. personal service, a supportive approach and a
real alternative to traditional bank lenders and
iod.com
finance providers. Their finance creates jobs,
London Stock Exchange boosts enterprise and fuels growth. Responsible
The London Stock Exchange Group is the largest Finance providers aim to build hope, create
stock exchange in Europe and the fourth largest opportunity and change lives. They are driven
DEBT FINANCE
YOUR OPTIONS
KNOW
in the world. It operates a range of equity by a mission to bring social and economic
and bond markets including AIM, the Main benefits to people and places.
Market and Order Book for Retail Bonds (ORB). findingfinance.org.uk
It also operates ELITE, a business support and
education programme for high-growth private UK Business Angels Association
companies. The UK Business Angels Association is the
national trade association representing angel
londonstockexchange.com
and early- stage investment in the UK.
IN ADVICE
INVEST
National Enterprise Network ukbusinessangelsassociation.org.uk
National Enterprise Network is a unique
membership body representing those working UK Crowdfunding Association (UKCFA)
in the enterprise support sector across England. The UKCFA is the largest trade organisation
Its members provide a wide array of support representing more than 40 equity, debt and
to new and established businesses, offering rewards based crowdfunding platforms in the
impartial and independent information, advice, UK. It promotes all forms of crowdfunding as
training and other services including loan an alternative source of funding for a business,
funding, managed workspace and incubation at whatever stage of development, and has
SUPPORT
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facilities. National Enterprise Network’s online published its own code of practice.
directory has been specifically devised to help
ukcfa.org.uk
people looking for core support in starting up,
to put them in touch with support organisations UK Export Finance
located nearby. The UK’s export credit agency. Provides finance
and insurance in support of companies selling
nationalenterprisenetwork.org/
overseas.
findbusinesssupport
gov.uk/uk-export-finance
thebusinessfinanceguide.co.uk 25
The British
Business Bank
It uses funding and guarantees backed It operates right across finance markets, from
supporting early-stage equity funding, through
by the government to bring more the provision of growth capital, to senior debt
private sector resources into small for established SMEs, and will share in any
business lending and investment. returns on investments made. It then recycles
these back into further lending and investment.
Smaller businesses don’t obtain finance
directly from the British Business Bank Its commercial arm, British Business Bank
Investments Ltd (bbbinv.co.uk), aims to earn a
– it makes its impact from generating commercial return by investing debt and equity
more activity by the private sector. into providers of finance to smaller businesses
The British Business Bank is seeking to and small mid-caps on a fully commercial basis,
increase both the level and diversity without receiving any advantage from the
government.
of funding options available to smaller
businesses in the UK. The British Business Bank supports smaller UK
businesses in three broad areas.
It aims to leverage in private sector
Start-up – mentoring and funds to ‘be your
•
capital to create £10bn of funds for UK own boss’.
businesses by the end of March 2019.
Scale-up – finance for businesses growing
•
quickly or those with the potential to do so.
Stay ahead – more funding options and
•
greater choice of providers for expansion and
working capital.
Find out more at british-business-bank.co.uk.
SOLUTIONS MONEY
Designed to make finance markets for £3bn+ of public
small businesses work better funding commitments
START-UP
BUSINESS ASSET FINANCE TRADE CREDIT HIGH STREET
FUNDING
ANGELS PROVIDERS PROVIDERS BANKS
PRIVATE PROVIDERS PRIVATE
SECTOR SECTOR
MONEY MONEY
SUPPLY-
CHALLENGER VENTURE PEER-TO-PEER INVOICE DEBT
CHAIN FINANCE
BANKS CAPITAL FUNDS LENDERS DISCOUNTING FUNDS
PROVIDERS
thebusinessfinanceguide.co.uk 27
About the authors
Marc Mullen
Marc is an ICAEW Chartered Accountant who trained with PwC. He is a freelance journalist
and editor of Corporate Financier, the magazine of ICAEW’s Corporate Finance Faculty.
T +44 (0)7930 847 544
E marc.c.mullen@googlemail.com
Thanks
We would like to thank the following individuals for their
contributions to The business finance guide, new edition.
thebusinessfinanceguide.co.uk
The British Business Bank
The British Business Bank aims to ensure that finance markets for small and medium-
sized businesses work effectively, allowing such businesses to prosper, grow and build
UK economic activity.
The British Business Bank brings expertise and government money to smaller
business finance markets. Using research to understand these markets and smaller
businesses’ finance needs enables the bank to design its programmes. It maximises
its impact by investing alongside the private sector and working through a range of
more than 80 established or newly emerging finance market providers such as banks,
leasing companies, venture capital funds and web-based platforms.
In addition to finance, the British Business Bank uses guarantees to share risk with the
private sector and so create stronger incentives for lenders to extend credit to smaller
or growing companies. Its programmes bring benefits to smaller businesses that are
start-ups, high growth, or simply viable but underfunded.
ICAEW
Chartered Accountants’ Hall Moorgate Place London EC2R 6EA UK
http://p2pfa.info/[25/09/2017, 16:58:13]
The Peer-to-Peer Finance Association
http://p2pfa.info/[25/09/2017, 16:58:13]