EOT Sale and EMI Scheme for an International Investment Management Group

EOT Sale and EMI Scheme for an International Investment Management Group

The shareholders of a long-established international financial and investment management group wanted a way to retire. Tax rules changed several times during the project. This is how our team guided them to a sale to an Employee Ownership Trust (EOT), and then set up an Enterprise Management Incentive (EMI) scheme.

At a glance

• Client: an international financial and investment management group valued at around £3.5m, owned and managed by the shareholders for over 40 years
• Options compared: a management buy-out (MBO) and a sale to an EOT
• Decision: after months of discussion, an EOT sale
• Timing: completion was timed around the changes to the EOT rules, and the sale completed before the November 2025 changes took effect
• After completion: an EMI scheme with an HMRC valuation agreement, designed not to compromise the EOT's qualifying status

The client

The clients were the shareholders of an international financial and investment management group, valued at around £3.5m. They had owned and managed it for over 40 years. Retirement was a difficult prospect for them, so the advisory process was long and the direction changed several times.

The challenge

At the start, we prepared a proposal comparing two exit routes, an MBO and a sale to an EOT. Tax law then moved during the project. Changes to Business Property Relief (BPR), Capital Gains Tax (CGT) and Business Asset Disposal Relief (BADR) meant the advice and the proposed structure had to be reviewed again and again.

The shareholders needed an answer that suited them personally and would survive the rule changes.

What we did

• Compared the routes. We prepared and presented an options proposal setting an MBO against an EOT sale.
• Advised through a long negotiation. This included several strategy meetings.
• Tracked the law. We monitored changes to CGT, BADR and the evolving EOT rules, and assessed their effect on the planned deal.
• Valued the group. The valuation used a recurring revenue methodology.
• Set out the plan. We produced a detailed feasibility report and step plan.
• Advised on timing. The EOT rules changed more than once during the project, so we advised on when to complete. The sale completed before the November 2025 changes to the EOT rules took effect.
• Handled the HMRC clearance. We prepared the application and amended it as the legislation changed.
• Worked with the solicitors. We reviewed the Share Purchase Agreement (SPA) and the related legal documents to make sure the intended tax position was achieved.
• Introduced an EMI scheme after completion. We designed and implemented it, obtained an HMRC valuation agreement, and made sure the scheme did not compromise the EOT's ongoing qualifying status.

The outcome

After a long road, the shareholders got the exit they wanted. The sale to the Employee Ownership Trust completed as planned, before the November 2025 changes to the EOT rules took effect.

HMRC clearance was obtained on an application we kept up to date as the law moved, and the legal documents delivered the intended tax position. After completion, we designed and implemented the EMI scheme, with an agreed HMRC valuation, without affecting the EOT's qualifying status. The business is now owned for the benefit of its employees, and key staff have a direct share in its future growth.

Why it matters

An exit that takes many months will often meet a change in the law on the way. A plan needs to be reviewed as it goes, not agreed once and left. Timing can matter as much as structure. If an EOT is the chosen route, any later incentive scheme has to be built so that it sits alongside the trust's qualifying status.

To explore whether an EOT could suit your own business, see our Employee Ownership Trust and selling a business pages, or book a call with our team.