Founded by James Ashford, GoProposal’s pricing, proposal and engagement letter software enables accountants and bookkeepers to price consistently, increase revenue, sell more confidently, and minimise risk across their entire firm.

In October 2021, the company was acquired by Sage, one of the UK’s leading technology companies. With over 12,000 employees in 22 countries across North America, UK & Ireland, mainland Europe, South Africa, Australia and Asia, the company has millions of customers across the globe.

The deal, which comprised 100% of the share capital in the company, was part of Sage’s commitment to building a portfolio of modern and forward-thinking practice management solutions in the cloud for accountants in the UK and globally.

In the second of a two-part series, we caught up with James Ashford to see how it all came together and What Happened Next…

When and how did you decide the right time to really move towards selling the business?

We always said that if we could get a £5m valuation for the business then it was game on so that was a very clear driver for us.

It all started when I was doing a deal with big company. Their sales team was going to sell our product into their markets and it was going to create this huge win-win for both parties. When they proposed the final deal, it was actually a massive win for them but a massive loss for us. They knew what our profit margin was but what they were proposing as a percentage split meant that we would basically be paying them to sell our product. It made no sense at all so I just went back to them and said, “No deal” and took it completely off the table.

This startled them and they came back us and asked if they could buy us instead. Now that’s a different conversation! Their representative asked me how much I wanted for the business. Well, he actually said “How much will your wife accept for the business?” and she’d had no involvement! It was quite cheeky but pretty funny.

Anyway, I kept kind of my powder dry and let them come back to me with an offer. They initially pitched around £7m and then we negotiated up to £10m. Then another couple of businesses came in and started negotiating. We were in a very good position. Our revenues were really strong and it was post-Covid so software businesses were at a premium.

Unfortunately things to start to fizzle out in the negotiations and the conversations just went quiet. But a few months later another business got sold in our space which was of a similar size. We got wind of their valuation and it started to convince me that now was definitely time to sell. We found out who had sold the business and of course it was Shaw & Co.

I explained the situation to Jim (Founder & CEO of Shaw & Co) and he felt we had a strong proposition and that it was the right time.  He explained it like we were at the bottom of a golf swing – we were in the best possible position because there was still so much upside of the business to come.

I thought it was at the very least a great opportunity to go through the process. It was a great opportunity to sharpen us up as we had to get all our data in order, all our finances, long-term cashflow forecasts etc so it was going to be a great exercise, whether we sold or not.

And how did it go the second time around?

We outlined our ‘Grade A’ possible acquirers, people in the industry that were aligned to us. We didn’t want someone to buy us simply to add revenue, we wanted partners where it was clear that we would be helping them to be better positioned in the market, add to their product range, shorten their roadmap for what they were trying to achieve etc. There were also a couple of businesses that we really wanted to be in the running as we'd had a close relationship with them over the years and we were very aligned with them culturally, as well as being a great market fit. Unfortunately they just didn’t want to play ball – although I have heard since that it’s a decision they certainly regret!

Nevertheless, one of the key differences was Shaw & Co’s ability to get our business in front of the right people. The first time around we didn’t always have the most senior people – the real decision makers – properly involved. Soon the process moved on. The information memorandum went out and we did six management presentations which resulted in a number of strong offers.

What else did you learn from the actual process?

I think we were in really good shape. From the start, the business had been designed to be sold so we had playbooks for everything and things were well documented. We had five years of monthly management accounts, every board meeting had been thoroughly minuted, our tax record was impeccable etc.

But of course you then realise that when you’re selling to a plc or something listed on the FTSE with billions of pounds of revenue, they’re audited to a far higher standard than you are. You’ve got to upgrade all your thinking and systems to match theirs. They’re bringing in top accountancy firms and even top developers to review all your code. And being a big accountancy firm they’re going to rack up the biggest bill possible by asking you as many questions as possible – I think we had around 1000 questions and some of those warranted multiple pages.

So it was an extremely intense process. I was up at 04:30am every day for the first couple of months which soon became 03:30am. But it’s what you do. It’s also terrifying as you have this life-changing goal and so much of it is out of your control.

People don't always realise that if you want to sell a business it can take a few months - six months even - just to go through the due diligence process. You also have to be fully focussed on the mission of selling the business so you need to step away from the day to day operations. Before you enter this process it’s therefore vital that the company can operate without you.

And it’s not just you. My Operations Director was spending 50% of her time on the sale with a few others spending about 10% of their time too. It’s also interesting that we sold at the end of September and, at the last minute, they wanted to check our figures for that month. I’d been away from things for six months and they wanted to make a final check that the business was not only operating without me, but growing too.

How did the deal impact you, both from a personal and business perspective?

First of all, it was the most anti-climactic moment of my life. I was on a zoom call with various corporate lawyers and accountants and they’re not exactly fired up. I had been running around to friends’ houses, getting people to countersign all this documentation for a few days and then you end up on a zoom call and everyone just ticks the boxes. “Everyone says, ‘Right, are we happy then? Is everything signed? We're all done. Right. That's that then. Done.’”

Any you get off this life-changing call and you have a moment to compose yourself. I just walked into the kitchen and said to my wife: “Done.” She and the kids cheered, we opened a bottle of champagne, my mum called and asked if we were having a party, and I just wanted to go to bed!

This moment of achieving this wealth goal, this achievement of selling a business, can be such an anticlimax. You think that you're going to feel differently but you wake up the next day and you don’t. Johnny Wilkinson has said exactly the same thing about winning the Rugby Union World Cup in 2003. It’s all very strange. But, of course, it was great that the staff benefited from the deal and that I was able to help out friends and family.

So how was the next stage, the transition to being an employee?

Sage are a great company. I couldn’t have asked for anyone better to have acquired us. But obviously the nature of a corporate entity that is going to be very different to an entrepreneurial entity. As an entrepreneur you’re playing to win, whereas you’re now in an environment where people are playing not to lose. It’s a huge mental shift and I don’t think I was ready for that.

I was now simply an employee. I was protected by my line manager but going from making decisions about new products and dominating markets to worrying about doing your GDPR training is huge. I actually became quite fearful because I still had two significant earn-out payments to come so I was now playing not to lose, to not get fired before I got the rest of my money!

Any other advice to give to business owners looking to sell their business?

I think it’s important to involve your partner and your children if they’re old enough. It’s important that everyone is aligned and understands the amount you’re targeting, how it would change your lives. You need an alignment at home, you all need to understand why you’re doing this as sometimes all your family will see of you is the glowing apple on the back of your laptop!

What does the future hold for you?

I've invested in a couple of businesses in the financial planning space and I’m always doing podcasts to try and pass on some knowledge. I’m hugely interested in AI so I’m off to see an interesting business in this space. In general though, I’m not looking to rush into anything!

How important was Shaw & Co’s advice?

When we finished the deal and were finished with Shaw & Co, I got the biggest bill I’ve ever had in my life from them and it was undoubtedly the best bill I’ve ever paid. I paid it with love and thanks. You need people you can rely on and they were in every single meeting with me. I’ve recommended them to so many businesses and I don’t think you can speak to them early enough – you need to start planning your exit as soon as you can.

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If you'd like to discuss how Shaw & Co can help you sell, buy or fund the growth of a business, please book a meeting here