Downloaded 22 times
![the risk of capital loss and to capture 2.13 For larger and ambitious firms seeking
adequate returns should the firm perform equity finance to expand, there is also
well. the opportunity to float on the London
Stock Exchange Alternative Investment
Growth Capital and Private equity/ Market (AIM). However, this will not suit
venture capital the majority of businesses looking to grow.
2.9 Equity finance provides an injection of Annex C provides more detailed overview
capital into an SME in return for a share of the market for equity finance for SMEs.
of ownership of the business. Equity
finance needs to command a high level of Growth Capital as ‘mezzanine’
return due to its subordinate position to 2.14 This mismatch between the main types
debt holders. In the event of the business of finance instrument – debt and equity
performing well, equity holders will get a – and the finance needs of moderate
share of that return. However, in the event growth SMEs has led to the development
of liquidation, ordinary shareholders are of mezzanine finance services. Mezzanine
the most vulnerable finance providers as finance is particularly suited to SME
they are only entitled to the residual value growth because it occupies the middle
once creditors and debt holders have ground between the lower risk and return
been paid. of bank debt and the higher risk and return
of equity investment. It shares features of
2.10 This form of capital is not secured against debt, but typically provides compensation
any asset and does not normally receive for greater risk taking on the part of the
a guaranteed yield. Typically the potential investor, through a small equity component
returns are many multiples of the initial or redemption premium.
investment and target returns for individual
investments may be set at returns 2.15 However, evidence collected when
in excess of 40% so that successful compiling this report indicates that activity
investments can compensate for losses in this range is limited, with existing
that will inevitably arise on others. mezzanine providers in the market
focusing on investments above £10
2.11 Given the requirement for relatively high million, often as part of large scale private
returns, equity finance may not be suitable equity deals, and the previous existence
as the sole source of growth finance of relatively cheap bank debt crowding out
for the majority of SMEs for at least two provision below £10m.
reasons. Firstly, the anticipated modest
growth of many of these firms would not “From 1997 to 2007 Banks were the
be sufficient to support such high returns.
key competitors to Mezzanine finance;
Secondly, as due diligence costs tend to
rise only moderately as firm size increases, the cheap debt effectively killed the
investment costs for SMEs make a larger Mezzanine product [below £10million]”
negative impact on net returns for these – Partner, Mezzanine provider
firms than for larger firms.
2.12 The potential to reap higher returns at the
Demand for Growth Capital
larger end of the market has, together 2.16 During the course of the Review the team
with the relatively high costs of making have encountered substantial anecdotal
equity investments, driven investors evidence of small businesses wanting
towards larger businesses. Over time this long term growth capital that they cannot
has meant that equity investment has at present access through banks or the
become focussed on the high risk/high venture capital markets. Quantification
return segment of the market. In addition, of this need however comes with a high
the aversion that exists within the SME degree of uncertainty. Much of the data
community to equity finance means that is necessarily based on demand for
this is not always a suitable instrument. products similar to but not necessarily
identical to those any intervention aimed at
“There are great opportunities to the growth capital market would employ.
Furthermore, the market issues identified
expand… [I looked into] venture capital
later affect the level and type of demand
but they wanted too much. There has and not merely the supply of growth
got to be something in it for me and if capital.
I dilute my share any further I see little
point continuing” – Business Owner
The Provision of Growth Capital to UK Small and Medium Sized Enterprises 9](https://image.slidesharecdn.com/provisionofgrowthcapitaltouksmesreport-12713384246981-phpapp02/75/Provision-Of-Growth-Capital-To-Uk-Sm-Es-Report-14-2048.jpg)
![capital interventions are fragmented in size (among other factors) will be
terms of scale, geographical location and an important consideration for the
sector focus. The development of this achievement of long term objectives and
network of arrangements, with varying a condition for attracting private sector
qualifying criteria and differing objectives investors.
can result in barriers to the effectiveness
from both supply and demand-side 4.10 Additionally, the scale of any intervention
perspectives. is important to the success of securing
institutional and corporate investment into
“[the Government should] create a any SME growth capital vehicle. Pension
fund and insurance company investors
more connected environment in the often seek minimum individual investments
market place to enable businesses of above £20m whilst at the same
to access the relevant sources of time being constrained to a maximum
finance according to growth stage participation in any fundraising of 5-10%.
[and] overcome the current fragmented
‘scale is vital to provide the diversity the
approach to these funds” – Fund
funds need in their own investments.
Manager, Private Equity firm
Funds need to be sufficiently large to
4.7 An important constraint that has been attract the large pots of capital and
seen to limit the effectiveness of existing provide diversification’ - Major UK
schemes has been the lack of ability
pension fund
to provide ‘follow-on’ funding through
a lack of overall fund scale. It is vital
that any intervention is not only able to
Effective regional coverage
complement other interventions in terms 4.11 Linking into regional networks will be
of development stage and investment size, critical to establishing a strong pipeline
but also in being able to provide follow- and effectively identifying opportunities.
on funding for SMEs that smaller funds This should not lead to segmentation
cannot accommodate. into regional funds. However, a delivery
channel which has close integration with
the local business community has two
“the ‘shallow pockets’ of HMG advantages:
interventions is of concern as SMEs • It helps to increase the volume of
lack credibility when going on to seek applications from SMEs and quality
additional new investors. It is therefore referrals from local accountants and
advisory firms. Research suggests that
important to bring in private sector
between 74% and 94% of SMEs rely
funds early to help facilitate follow-on on accountants to provide business
investment across multiple rounds” - advisory services and particularly amongst
Fund Manager, Private Equity Firm businesses with 10-49 employees.19 Data
obtained from a Private Equity Fund which
Creating economies of scale provided equity, loans and mezzanine
finance to SMEs showed that from a
4.8 One of the key barriers to existing
sample of 1100 deals 40% came from 19. R. J. Bennett and C.
investors participating in SME growth Smith, „The influence
accountant referrals, 27% from boutique
capital is the due diligence and deal of location and
corporate finance adviser referrals and just
costs. To create economies of scale distance on the supply
13% direct.20
in professional fees and due diligence, of business advice”,
and to achieve material savings through • They reduce the cost of screening Entrepreneurship and
standardisation in processes and investments as the fund manager will have regional development
expert knowledge of local businesspeople 11, 2002; L. Jay and
documentation requires an intervention
and markets. M. Schaper, “Which
of suitable scale. Smaller funds are advisers do micro-firms
comparatively more expensive to operate use? Some Australian
on a per investment basis. This includes “One cannot underestimate the evidence”, Journal of
the cost of establishing and running skilled importance of accessing local networks Small Business and
investment teams. Enterprise Development
of investors and commercial partners” – 10, 2003 and A. Cosh et
Partner Commercial Law Practice al, “Financing UK Small
Risk diversification and Medium-Sized
4.9 Scale is critical to achieving effective Enterprises”, Centre for
diversification across the total portfolio of 4.12 A fund of significant scale is likely to be Enterprise and Business
SME investments for the underlying fund better able to plug into these networks Research, 2008
investors. Effective risk diversification than a smaller intervention.
20. Large Private Equity
across geography, sector, and company
firm, 2001
The Provision of Growth Capital to UK Small and Medium Sized Enterprises 19](https://image.slidesharecdn.com/provisionofgrowthcapitaltouksmesreport-12713384246981-phpapp02/75/Provision-Of-Growth-Capital-To-Uk-Sm-Es-Report-24-2048.jpg)
![of investment manager skills is likely to be 5.14 One significant challenge under this
for those able to adapt to an environment option is likely to be the ability to attract
that resembles a mix between that of a private sector capital at the outset.
commercial bank credit analysis team and Critically, without a track record a new
a venture capital player. institution may find it difficult to convince
private sources of finance to invest. This
‘the majority of our people bring a could in part be mitigated by recruiting
credible investment executives, although
credit analysis background gained directing them to operate in this section
in commercial banking rather than of the market, where they may not have
pure private equity, but approaching operated before, may not fully mitigate
investments from a cashflow rather the lack of a track record. Furthermore, it
could also distort activity away from other
than asset perspective’- UK mezzanine priority sectors like early stage. As a result
loan provider the appetite of investors to back the fund
is likely to remain highly uncertain during
Distribution Options the early phase of the launch and may
take time to build momentum thereafter.
5.12 There are a wide range of delivery options
that a growth capital fund might employ. Option 2: Establish a ‘thin’ institution
• Fund management to be done in-house, that uses private sector distribution
with people employed to find and assess channels
deals and manage the portfolio of
5.15 Establishing only a ‘thin’ management
investments.
function would leave investments to
• Capital raised and managed in-house, but be made through a network of existing
using existing providers as a distribution providers who have the appropriate profile
network. in terms of track record, skills, investment
• Investments made on a co-investment range and geographic presence. A ‘thin
model with private sector partners, institution’ would maintain oversight
piggybacking on existing deals. of distribution and the overall portfolio
management and maintain alignment to
Option 1: Fund management to be done the mandate.
in-house, with staff employed to find,
assess, and follow up deals 5.16 The advantage of using existing fund
managers with established reputations
5.13 Under this option, the investment function
and proven track records, would be to
would operate through a geographic
give confidence to investors. Investors
network of offices with experienced
tend to be more confident backing existing
investment executives supported by
firms with which they have experience
analysts. Talent would be attracted by the
than brand new firms, even if the individual
scale of funds under management and
managers are known to them. This
appropriately incentivised. The portfolio
might make raising funds marginally less
governance and operations team would
challenging than option 1.
provide logistical support across all
investments, leveraging scale economies
5.17 Delegation of investment sourcing and
from professional services providers for
assessment to private sector fund
example, and have primary responsibility
managers could pose a greater risk
for meeting the institutional mandate at a
of mandate creep would be a greater
portfolio level. This would include ongoing
risk than under Option 1, although the
monitoring of performance and managing
centralised governance and portfolio
risk diversification.
management function would mitigate this
risk.
‘The regional office and focus structure
[of 3i] would be of huge benefit. The
local relationships and connections built
up by such a structure are invaluable in
helping companies see the benefits [of
growth capital]’ –Partner, Commercial
Law Practice
The Provision of Growth Capital to UK Small and Medium Sized Enterprises 23](https://image.slidesharecdn.com/provisionofgrowthcapitaltouksmesreport-12713384246981-phpapp02/75/Provision-Of-Growth-Capital-To-Uk-Sm-Es-Report-28-2048.jpg)
![Figure 13: Current HMG Risk Capital Interventions
National Schemes Products
£2m F E A 9 Early Growth Funds - Equity
G C
D 1 Imperial Low Carbon Seed Fund - Equity
9 University Challenge Seed Funds - Equity
Amount Invested (£m)
B Enterprise Investment Scheme (tax) - Equity
C 1 Capital for Enterprise Fund - Equity and Mezzanine
Aspire - Equity
£1m D 8 Enterprise Capital Funds - Equity
B
1 Community Development Fund - Equity
UK IIF - Equity
E Venture Capital Trusts (tax) - Equity and Mezzanine
A
£0m Regional Schemes Products
Seed Start up Early stage / Growth F 17 Regional Venture Capital and Loan Funds - Equity and Mezzanine
G 9 Regional Venture Capital Funds - Equity
Investment Stage 3 JEREMIE - Equity and Mezzanine
Current Government interventions have sizes should be at least £50m in order to realise
focussed primarily on the equity gap, with the minimum scale effects”.36 Meanwhile, limits
majority of funds being limited to investment on the level of investment in any one company
of up to £2m although more recent evidence can mean that Government finds its stake in
suggests the equity gap may now be higher for that company diluted if and when the firm goes
some businesses. Government has not, to date, elsewhere for follow on funding, diluting the
focussed explicitly on the provision of growth return that Government can expect to make
capital to ‘non-stellar’ established SMEs looking from the investment. While the overall level of all
to expand their business. Government interventions to provide risk capital
in the equity gap is sufficient to address these
Recent assessments of the Government’s risk issues, this support is fragmented into many
capital interventions have highlighted a number different funds led both centrally and regionally,
of areas for further improvement which should often with slightly differing objectives and criteria,
be reflected in the design of a new growth which individually may not deliver optimum
capital intervention.35 In the first place, existing support to SMEs or maximise the prospects of a
interventions very often lack scale, with some return on investments made.
funds as small as £2.5m in size and most funds
£30m or less. Secondly, there are restrictions “[Government should] Create a
in the amount that can be invested in any one
enterprise, driven either by State Aid rules or
more connected environment in the
prudence – ensuring that the fund is not overly market place to enable businesses
exposed to any one firm. Thirdly, the landscape to access the relevant sources of
of publicly supported risk-capital is fragmented, finance according to growth stage
with varying objectives for different central-
Government and RDA led funds. [and] overcome the current fragmented
approach to these funds.” – Fund
For SMEs, the impact of these factors combined Manager, Regional Private Equity Firm
is that they perceive artificial barriers between
successive rounds of funding which are costly
and disruptive to overcome. Successful SMEs
may be restricted in their ability to access the
capital they need to build further on the progress
they have made thanks to the initial Government
backed investment, meaning that they are
unable to exploit their full potential. Even if they
are able to access further funding elsewhere,
management time and effort which could have
been spent on growing the business may be
diverted towards looking for new investors. 35. NESTA (2009) “From
Funding Gaps to
For Government, the impact of these factors Thin Markets: UK
combined can mean below average returns on Government Support
for Early Stage Venture
investments. This is because commentators now
Capital”.
agree that to be able to diversify risk adequately
by holding a sufficiently large portfolio of 36. NESTA (2009) “From
investments, funds should of a sufficient size. Funding Gaps to
Research by NESTA suggests “small early- Thin Markets: UK
stage funds (circa £20m) are vulnerable to Government Support
commercial failure. It is suggested that VC fund for Early Stage Venture
Capital”.
The Provision of Growth Capital to UK Small and Medium Sized Enterprises 37](https://image.slidesharecdn.com/provisionofgrowthcapitaltouksmesreport-12713384246981-phpapp02/75/Provision-Of-Growth-Capital-To-Uk-Sm-Es-Report-42-2048.jpg)
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Provision Of Growth Capital To Uk Sm Es Report
This document provides an overview of a review conducted on the provision of growth capital to UK small and medium enterprises (SMEs). The review was led by Chris Rowlands and advised by a panel of experts on SME financing. The review finds that there is a gap in the availability of growth capital for UK SMEs, which is exacerbated by the current recession. It considers the causes of this gap and presents high-level options for potential government intervention to help address the issue and attract more private sector capital to SMEs over the long run.
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Provision Of Growth Capital To Uk Sm Es Report
- 1. The Provision ofGrowth Capital to UK Small and Medium Sized Enterprises 23 November 2009
- 2. The Provision ofGrowth Capital to UK Small and Medium Sized Enterprises 23 November 2009 London: TSO
- 3. Published by TSO(The Stationery Office) and available from: Online www.tsoshop.co.uk Mail, Telephone, Fax & E-mail TSO PO Box 29, Norwich, NR3 1GN Telephone orders/General enquiries: 0870 600 5522 Fax orders: 0870 600 5533 E-mail: [email protected] Textphone 0870 240 3701 TSO@Blackwell and other Accredited Agents Customers can also order publications from: TSO Ireland 16 Arthur Street, Belfast BT1 4GD Tel 028 9023 8451 Fax 028 9023 5401 Published with the permission of the Department for Business Innovation and Skills on behalf of the Controller of Her Majesty’s Stationery Office. © Crown Copyright 2009 All rights reserved. Copyright in the typographical arrangement and design is vested in The Stationery Office Limited. Applications for reproduction should be made in writing in the first instance to the Office of Public Sector Information, Information Policy Team, Kew, Richmond, Surrey, TW9 4DU. First published 2009 ISBN 9780115155253 Printed in the United Kingdom for The Stationery Office. P002336539 c5 11/09 ii
- 4. Contents Foreword from ChrisRowlands .................................................................................. 1 Panel Members............................................................................................................. 2 1 Executive Summary .................................................................................................. 3 2 UK Economy and Growth Capital............................................................................ 7 3 Causes of the Gap in SME Growth Capital........................................................... 14 4 Design Factors ........................................................................................................ 18 5 High Level Options for Intervention ....................................................................... 21 6 Conclusion ............................................................................................................... 26 7 Annexes.................................................................................................................... 27 Annex A: Review Terms of Reference and Methodology ....................................... 28 Annex B: SMEs and Economic Growth.................................................................... 30 Annex C: SME Venture Capital Market..................................................................... 32 Annex D: Balance Sheet Characteristics ................................................................. 35 Annex E: Existing Government Interventions .......................................................... 36 Annex F: Executive Summary of the Literature Review and history of 3i ............. 38 iii
- 5. iv The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 6. Foreword from ChrisRowlands I was delighted to be asked to lead this review. With a 36 year career spent lending to, investing in and advising UK SMEs on their capital raising I have a thorough working knowledge of the issues. Nineteen years at 3i instilled a passion for the subject. The basic question of adequacy of access to capital for SMEs is not a new one and a conclusion of a market gap in provision is unlikely to be controversial. However, the Government was right to ask for an urgent update of the analysis and arguments. Our economy cannot afford the dynamic SME segment to be constrained in its growth and competitiveness, especially with recovery ahead. The review concludes that this market gap is permanent, not just short term and cyclical, and exacerbated by recession. The easy availability of bank lending in recent years served to obscure an underlying lack of capital provision. So, an intervention from Government is required and I hope one that might have the lasting impact of attracting private sector capital on a large scale and enduring basis. A legacy we could all be proud of. This review has required an intense effort over a short period to gather and analyse contemporary data, consult widely with interested parties and develop a relevant range of options for consideration. My sincere thanks to the team at the Department for Business, Innovation and Skills, this review's Advisory Panel for their wise councel and Ministers for prioritising their time. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 1
- 7. Panel Members Chris Rowlands (chair) Enterprise Directorate and is a member of Chris Rowlands retired in March 2009 when the government’s Expert Group on Access he was a member of 3i’s executive team, to Finance (BERR). He has also advised the group investment committee and Chairman European Commission on the financing of high of 3i Asia. He worked at Barclays Bank for 11 growth young firms and was a founder member years, Andersen for 6 years and ICFC/3i for 19 (2000-2006) of the Professional Chamber of years. During his time at 3i he led their growth the Enterprise Policy Group (DG Enterprise) as capital business and developed 3i in Asia. well as having served on the Risk Capital and He is currently non-executive director of The Gazelle Expert Groups (DGs Enterprise and Principality Building Society. Research). From 2008, he has been appointed to the newly formed Research Advisory Board James Caan of the British Venture Capital Association. He is currently involved in the formal evaluation of the James Caan is CEO of private equity firm Finnish National Innovation Strategy 2008, and Hamilton Bradshaw and has been building providing analysis for a review of ‘hybrid’ (public and selling businesses since 1985, including and privately joint financed) VC funds for the UK’s the Alexander Mann Group and Humana National Audit Office. International. In 2001 James was awarded the 'BT Enterprise of the Year' award and was named PricewaterhouseCoopers 'Entrepreneur Ray Perman of the Year' 2003. That same year, having Ray Perman chairs the Access to Finance Expert successfully graduated from the Advanced Group for the Department of Business Innovation Management Program at Harvard Business and Skills. He is also a board member at Scottish School, Caan also won the Entrepreneur of Enterprise and chair of Social Investment the Year in the Asian Jewel Awards. In 2005 Scotland, which lends money to social economy he was voted one of the 100 most influential organisations. Previously a journalist, he founded Asian people in the UK by Asian Power 100. and built up a magazine publishing business. 2007 saw James joining the panel of BBC2’s He is an angel investor and chairs three small Dragons’ Den, investing his own capital in companies. start‐ups on national television. In 2008 Caan scooped the prestigious 'Man of the Year' at David Quysner CBE the GG2 Leadership and Diversity Awards at David Quysner began his career at ICFC London's Grosvenor Hotel, coupled with being (latterly 3i). He is currently Chairman of Capital named ‘Asian Business Man of the Year’ in quick for Enterprise Limited, which manages the succession. James most recently was appointed government’s equity funds and loan guarantee the new co‐chair on the Ethnic Minority Business schemes for SMEs. He is also Chairman of Taskforce, which supports over 280,000 Abingworth, a venture capital and growth equity businesses, contributing in excess of £20 billion investor in life sciences and a Director of other a year to the UK economy. companies investing in technology. Christina McComb Danny Truell Christina Mccomb is a director of partnerships Danny Truell is the Chief Investment Officer and a UK plc, where she is responsible for investment member of the Executive Board of the Wellcome activities, and was previously a director at 3i. She Trust, the largest charitable foundation in Europe has over 20 years experience investing in venture with assets exceeding £12 billion invested in companies and SMEs. She currently sits on the a broad range of investments including public Boards of several early stage businesses. equities, private equities, property, venture capital and hedge funds. Gordon Murray Gordon Murray holds a Chair of Management (Entrepreneurship) at the University of Exeter Business School. Since 1989, he has researched, lectured and consulted internationally in the two related areas of New Technology-based Firms and the international development of the formal and informal Venture Capital Industry. Dr. Murray is a senior adviser on policy related issues concerning the financing and growth of high potential young firms to the UK government’s 2 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 8. 1 Executive Summary 1.1 Small and medium sized businesses Demand for and problems in (SMEs) are vital to the UK for jobs and wealth and a dynamic, growing SME accessing growth capital sector is likely to contribute significantly 1.6 Gaps in current data and analysis make to future growth and productivity. To it difficult to draw any firm conclusions on maximise their contribution, it will be the existence of a permanent gap in the important that the financing needs of provision of growth capital. However, the viable SMEs which want to grow are fully underlying market issues, together with met. anecdotal evidence suggest that a gap currently exits. In addition, we can say with 1.2 This review was asked to consider some confidence that unmet demand whether and in what form intervention for growth capital is likely to increase as might help increase the supply of long recessionary effects weaken balance sheets term growth capital to SMEs. In particular, and reduce the capacity to take on debt. the review was asked to examine the evidence of market failure and, should 1.7 Drawing on two separate data sources, we there be a case for intervention, to develop estimate that there are 25,000 - 32,000 proposals for Government to consider UK businesses that are growing and/ on: (i) the focus, size and scale of any or restructuring and with characteristics new intervention and (ii) the level (if any) of that may make them suitable for growth public support. capital. Our analysis suggests that up to 5,000 of these firms per annum will be The nature of growth capital viable SMEs which are likely to experience significant problems in accessing capital 1.3 Growth capital is a broad term used to as the economy emerges from recession. describe funding that enables established It is likely that those SMEs which are firms to expand. It is often used by SMEs seeking to access growth capital in for a range of expansion activities from amounts above £2million – the current investing in new plant or equipment to upper limit of public/private provision – and engaging in marketing or hiring a new below £10million – the minimum level at team. Growth capital thus forms a vital which private equity providers will fund – part of the “funding escalator” that allows will face particular difficulties. companies to meet their financing needs at different stages of their development. Reasons for unmet demand 1.4 The nature of growth capital for SMEs 1.8 There are a number of reasons why the varies in its structure or product form. gap in the supply of growth capital to It exists both as term debt, often from SMEs exists. They fall into a number of traditional sources such as banks and categories: structural market failures which in the form of equity or equity type are well documented and apply more investments - typically from venture capital widely to the supply of capital to SMEs; or private equity providers. It also exists market issues that apply specifically to the to a limited degree as mezzanine finance – supply of growth capital; and finally, the term lending, with less security than bank impact of the recent financial crisis and debt but at a higher cost, often through recession. a final “kicker” payment or share in the company’s equity. Structural market failures 1.9 That a growth capital market does not 1.5 What differentiates growth capital from exist is not a market failure per se. If this other types of investment is the level of is because there is not enough economic risk. It is positioned between the two value from such transactions when extremes of high risk -high return pure compared against alternative opportunities equity investment and lower risk, usually this is in fact a market working efficiently. fully secured, bank lending. Growth However, it is widely recognised that the capital involves moderate risk with some market for all types of risk capital suffers security and, as a result, providers expect from failures associated with imperfect a moderate return. It is for this reason that information. This is where both SMEs and demand for growth capital may be met investors have insufficient information to through mezzanine finance products. make optimal investment decisions. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 3
- 9. 1.10 On thesupply side, this leads to a lack Impact of recent events of investor appetite for growth capital to 1.14 There are reasons to believe that recent SMEs for two reasons: changes in financial markets have • The costs of researching information are intensified the structural market failure similar for small and large businesses. in the provision of growth capital as the Investors therefore tend to prefer larger overall supply of capital has become deals involving larger businesses where constrained. Until recently, banks were the transaction costs are a smaller willing to fill at least some of the demand proportion of the investment made. for growth capital. Competition for market • There is little performance measurement share and low cost of capital led banks to data, in other words track record, on extend traditional short term or working investing in SME growth capital. This capital debt finance for an increased may make investors more risk averse and range of purposes; effectively substituting can result in higher levels of return being the growth capital market, with readily required or lower levels of investment available funding that did not necessarily being committed. match the return for which it was risked. 1.11 On the demand side, information failures 1.15 Since the onset of the credit crunch, include: lack of ‘investment readiness’ by lending by banks has declined for a entrepreneurs; lack of knowledge amongst number of reasons including retreating into SMEs on the nature and availability of more traditional lending practices possibly equity finance; and a perception by SMEs’ reflecting increased risk aversion; these owner-managers (and their advisors) that changes are unlikely to be reversed soon. debt finance is the only form of finance Banks are therefore unlikely to provide suitable for their business. This is a belief sufficient and appropriate capital to fund that may have been encouraged by the SME growth plans over the next few years. plentiful supply of cheap debt finance in the recent past. 1.16 For all of these reasons, and despite lack of absolute certainty on the precise level of 1.12 There is also a significant body of evidence unmet demand amongst viable SMEs for that business owners may not be willing growth capital, there is evidence to point to concede a stake in their business to to a permanent gap in the provision of attract professional investors, preferring growth capital. This situation is potentially to sacrifice potential growth for assured exacerbated by the recession. The review autonomy. This is likely to lead to a believes that this constitutes a strong relatively lower level of demand for equity rationale for Government intervention. finance. It is also likely to constrain the growth of companies not accepting Building an escalator of finance professional resources. 1.17 Government has recognised the existence of the market failures around the supply Other market issues of finance to SMEs for many years. It has 1.13 The review believes that further market provided significant investment in recent issues exist that restrict the supply of years into a range of early stage equity growth capital to SMEs: funds and programmes as well as through • A preference in private equity for larger Government guarantee schemes. Many of transactions where risk is easier to these schemes have been successful in calibrate and returns have been historically promoting the productivity and profitability highly attractive; of companies in which they invest and • Financial incentives for fund managers, they have also attracted private sector which encourage investment in larger capital and capable management teams transactions; and into the equity gap at this level. However, they have been primarily focussed on • Lack of an established channel for growth debt finance for start-ups and young capital and the fact that institutions businesses and on early stage equity for allocate a limited percentage of funds high growth, innovative businesses, not on to “alternative assets”, a category that the supply of growth capital to established includes the whole spectrum of private firms with medium to high growth equity and venture capital investment. potential. Allocations to larger buy-outs and secondary purchases have crowded out 1.18 Government needs to ensure that other segments of the market. interventions are sufficiently flexible to meet the needs of business at many different stages of development. It should consider carefully: the optimal size of 4 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 10. funds; their abilityto provide follow-on 1.23 In consulting a wide range of stakeholders funding; the size of individual investments; and drawing lessons from the experience and their sector/geographical focus. of previous government interventions in Although a small number of the publicly- the early stage equity market, the review supported early stage funds have the believes that the design of any intervention flexibility to provide mezzanine type should address the following key points: funding, they are often restricted in size • Private funding: Any intervention should and scope. seek to draw in private funding to the maximum extent possible. 1.19 In order to build an effective escalator • Scale: The aspiration should be to have of finance within the finance gap, a large total fund size. This would capture Government needs to intervene to ensure economies of scale; allow the intervention that businesses can access finance to to make a significant impact on the gap; start, expand and grow. It must also provide money for follow on investment; ensure sufficient sector/geographical focus and provide regional coverage. and overcome the current restrictions of scale. The size of current equity funds • Commerciality: Private sector capital will ranges from as little as £2m up to £46m, be maximised if the intervention operates with the size of investment for many funds with entirely commercial objectives and limited to a maximum of £2m. strategies aimed at maximising returns. • Long term: An intervention must be 1.20 In mapping current government able to avoid the pressure for early exit interventions, the review has concluded from investments and provide long term that the current landscape would benefit support to SMEs. from simplification. Any new intervention to increase the supply of growth capital 1.24 The final chapter of this report considers should be part of an integrated solution to the merits and drawbacks of the three the financing problems of businesses in broad options against these points, addition to providing a credible source of but does not offer a final view on which follow-on funding for growing SMEs. should be pursued. This would be for Government to consider in the broader Options for intervention context of what institutions and delivery bodies already exist. 1.21 The review concludes that it is unlikely that the financing gap for growth capital can be resolved without targeted Government Conclusion intervention. An initial level of government 1.25 In summary, the Review has reached the support is likely to be required to initiate following seven key conclusions and urges activity, in particular to overcome barriers Government to take considered action to in terms of scale and distribution and to address the gap in growth capital facing give investors confidence to invest in the SMEs. area. It concludes that a mezzanine type product is well positioned to address • A vibrant SME sector displaying the particular risk/return characteristics strong growth is vital for overall of growth capital and can be structured economic growth, leading to increased to mitigate the impact of various SME competition and innovation, and demand-side barriers and support improved productivity. Government attractive returns for investors. should strive to ensure that adequate growth capital is available across the 1.22 A number of broad distribution options SME growth cycle. exist for the way in which Government can deliver such a mezzanine product to the • A gap exists for companies looking market: for between £2m and £10m in growth capital. Neither bank lending nor equity • a standalone, full scale and commercial investors are likely to fill this gap in the institution to raise, manage and directly foreseeable future. distribute growth capital • A mezzanine product would be best • a “thin” commercial institution to raise suited to fill this gap. It would help and manage capital but with distribution address demand side aversion to through existing private sector providers pure equity, and provide a return • a “thin” commercial institution to raise above regular bank lending to reward capital and deliver investment through investors. A well designed intervention a co-investment model with approved could offer a risk/return profile that private sector partners would attract capital to the sector. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 5
- 11. • Any interventionwould need scale and a centralised asset allocation and risk management function, perhaps through an institution, which would also set the overall strategic direction of the investment strategy and ensure that there was not "mandate creep." • Evidence points to a need for the ability to find, assess, and manage investment opportunities in the regions. • Investments should be made on a commercial basis in order to attract private capital into the asset class, to attract talented investment managers who work on a commercial basis and to avoid distorting the market and crowding out private initiatives. • The existing landscape of government intervention would benefit from simplification. Any new intervention should not add to, but be part of a solution to resolve these problems, as well as providing a credible source of follow-on funding for growing SMEs. 6 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 12. 2 UK Economy andGrowth Capital This chapter defines growth capital and sets out the role and importance of growth capital for SMEs in the UK. SMEs access a variety of forms of external finance and this chapter considers how debt and pure equity finance are unlikely to be suitable products for SMEs needing growth finance. The chapter closes by making an assessment of the level of potential demand for growth capital, and estimates the structural gap in its provision of and how this may change as the economy recovers. Role of SMEs in UK Economy The Market for Growth Capital 2.1 Small and medium sized enterprises play 2.4 The term ‘Growth Capital’ is usually a vital role in the economy. They employ applied to funding that enables established 13.7 million people, about 59% of the companies to expand their activities, and total private sector workforce. SMEs also is a vital part of the ‘funding escalator’ that contribute as much as large businesses allows companies to move from start-up, to UK output. The SME sector has seen expansion, and growth into a larger firm. It strong growth recently with over a million can be used for a wide range of activities more businesses at the start of 2008 than from investing in new plant or equipment in 2000 and employment growth of 13% to engaging in marketing or building over the same period. customer support capability. While the boundaries are blurred, it is usually seen 2.2 In addition, a vibrant SME sector is an as different from working capital, which is important driver of economic growth. used to fund day to day activities. In terms Through the process of economic of investment, it is differentiated from seed churn, new businesses enter the market or start-up and the very large amounts of and displace less efficient established capital invested in management buy outs/ businesses. SMEs also bring forward buy ins. innovation in products and business processes. 2.5 Capital available to SMEs is priced to reflect the risks inherent in the activities 2.3 SMEs are likely to be critical to driving that it funds and the downside protection and sustaining the return to economic afforded by security. In general terms, growth across the economy. As economic the higher the risk of capital loss the conditions stabilise SMEs will have greater the return required by the lender opportunities to expand and grow to meet or investor. Growth capital requires a level higher demand, to address new export of return below that for Venture Capital/ opportunities and to serve new customers. Private Equity but in excess of what would It is also likely that vibrant SMEs will look be appropriate for debt finance on normal to take on business from competitors terms. Figure 1 maps the different types that did not emerge from the recession of finance against their expected return as successfully. Whilst this growth will profile. require additional levels of working capital, some of which may be financed through appropriate short term debt, it is likely that finance will be needed to support long term development and structural growth. It is important that the UK’s SMEs are supported with the investment to grow and optimise their performance and help drive the economic recovery. Annex B looks in more detail at the links between SMEs and productivity and the impact on business investment and economic recovery through a lack of finance. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 7
- 13. Figure 1: SMEFinance types: Illustrative mapping of expected return profile against amount sought 50% Business Angels Early Stage Venture Private Equity 40% Capital Government supported venture Public Markets capital funds Risk/Return 30% 20% Grants Mezzanine and Lending Finance informal guarantee 10% lending schemes Bank Finance 0% £0.01m £0.05m £0.1m £0.5m £1m £2m £5m £10m £30m+ Amount of Finance Sought 2.6 Defining the growth capital funding gap • The assessment of whether to offer a in terms of amount sought by SMEs is loan is highly influenced by the security difficult to do with any precision. However, available to support it. The lending it is possible to locate a gap at between is based on a credit decision not an £2 million and £10 million. Analysis of the investment decision, which would require growth capital deals within the growth looking at the future prospects of the and restructuring population provides a company for growth from which to repay median deal size of £3 to 5million further the loan. As such, above a low level, loans substantiating that it is within this range are usually secured against assets that can that growth capital deals are sought and be sold to repay the lender. Therefore the made. This reflects the £2 million ceiling of value of an SME’s assets against which existing government interventions (below to secure finance will be essential to their which start-ups or early stage funds are ability to secure finance, rather than the focused) and the £10 million threshold fundamental strength of their below which private equity and venture business plan. capital rarely invest owing to the structure • Bank finance to SMEs can be relatively of their business model. short term. Overdrafts are repayable on demand and are therefore not an “Serious consideration should be appropriate form of long-term finance. given to introducing regionally focused Term loans are usually less than 10 years and frequently repaid well ahead of development capital funds that fill the maturity.1 Bank finance may also have current gap of about £2m to £10m.” – restrictive covenants that may impede Partner, Commercial Law Practice the performance of the business if market conditions change. 2.7 The next sections set out the suitability of • Bank lending will typically yield a small debt and equity finance to meet growth margin over the Bank of England base capital needs. rate to the lender and will usually only be advanced where the lender views there Growth Capital and Bank Debt to be a very low risk of capital loss. Under 2.8 Bank Finance is the primary form normal terms it is uncommon for debt to of external finance for SMEs, most deliver returns over 10% IRR. Banks are commonly in the form of overdraft and generally unwilling to take the higher risk term loans. However, whilst bank finance associated with financing long term growth is an important source of funding for or, if they are, the price of the debt finance most businesses, including SMEs, it is can be prohibitive for the SME. not always an appropriate form of growth capital, for a number of reasons: There is therefore potentially a gap in the provision of finance that is long term, flexible and structured to accurately reflect 1. BIS SME banking data 2009 8 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 14. the risk ofcapital loss and to capture 2.13 For larger and ambitious firms seeking adequate returns should the firm perform equity finance to expand, there is also well. the opportunity to float on the London Stock Exchange Alternative Investment Growth Capital and Private equity/ Market (AIM). However, this will not suit venture capital the majority of businesses looking to grow. 2.9 Equity finance provides an injection of Annex C provides more detailed overview capital into an SME in return for a share of the market for equity finance for SMEs. of ownership of the business. Equity finance needs to command a high level of Growth Capital as ‘mezzanine’ return due to its subordinate position to 2.14 This mismatch between the main types debt holders. In the event of the business of finance instrument – debt and equity performing well, equity holders will get a – and the finance needs of moderate share of that return. However, in the event growth SMEs has led to the development of liquidation, ordinary shareholders are of mezzanine finance services. Mezzanine the most vulnerable finance providers as finance is particularly suited to SME they are only entitled to the residual value growth because it occupies the middle once creditors and debt holders have ground between the lower risk and return been paid. of bank debt and the higher risk and return of equity investment. It shares features of 2.10 This form of capital is not secured against debt, but typically provides compensation any asset and does not normally receive for greater risk taking on the part of the a guaranteed yield. Typically the potential investor, through a small equity component returns are many multiples of the initial or redemption premium. investment and target returns for individual investments may be set at returns 2.15 However, evidence collected when in excess of 40% so that successful compiling this report indicates that activity investments can compensate for losses in this range is limited, with existing that will inevitably arise on others. mezzanine providers in the market focusing on investments above £10 2.11 Given the requirement for relatively high million, often as part of large scale private returns, equity finance may not be suitable equity deals, and the previous existence as the sole source of growth finance of relatively cheap bank debt crowding out for the majority of SMEs for at least two provision below £10m. reasons. Firstly, the anticipated modest growth of many of these firms would not “From 1997 to 2007 Banks were the be sufficient to support such high returns. key competitors to Mezzanine finance; Secondly, as due diligence costs tend to rise only moderately as firm size increases, the cheap debt effectively killed the investment costs for SMEs make a larger Mezzanine product [below £10million]” negative impact on net returns for these – Partner, Mezzanine provider firms than for larger firms. 2.12 The potential to reap higher returns at the Demand for Growth Capital larger end of the market has, together 2.16 During the course of the Review the team with the relatively high costs of making have encountered substantial anecdotal equity investments, driven investors evidence of small businesses wanting towards larger businesses. Over time this long term growth capital that they cannot has meant that equity investment has at present access through banks or the become focussed on the high risk/high venture capital markets. Quantification return segment of the market. In addition, of this need however comes with a high the aversion that exists within the SME degree of uncertainty. Much of the data community to equity finance means that is necessarily based on demand for this is not always a suitable instrument. products similar to but not necessarily identical to those any intervention aimed at “There are great opportunities to the growth capital market would employ. Furthermore, the market issues identified expand… [I looked into] venture capital later affect the level and type of demand but they wanted too much. There has and not merely the supply of growth got to be something in it for me and if capital. I dilute my share any further I see little point continuing” – Business Owner The Provision of Growth Capital to UK Small and Medium Sized Enterprises 9
- 15. 2.17 Rather thanmaking assumptions about 2.19 Analysis of the characteristics of firms the type of firms looking for growth capital, undertaking growth capital deals this review has assessed the market (specifically in terms of sales and for growth capital by identifying what employment growth over time) highlights criteria mark out firms that seek and find three key segments with a differing it. Work carried out for this review by incidence of deals: pH Group identified the most common characteristics of those companies that • The highest incidence of growth capital have previously undertaken growth capital deals occurs amongst firms growing in deals2: both employment and turnover with the • The analysis (see figure 2) identified around greatest incidence among those firms with 170,000 SMEs with a turnover between growth of at least 25% per annum in both. £1-£25m, and which were over 3 years • An above average incidence of growth old. This formed the population that was capital deals appear to be undertaken by subsequently analysed. firms ‘restructuring’ – defined as where • The more employees a firm had, the either employment or turnover increases more likely it was to do a growth capital whilst the other declines, or where both deal. The likelihood of doing a deal was are declining. highest for those companies with an • Finally the lowest incidence of deals annual turnover between £5m-£10m, is found among a cohort of stable whilst lowest for those companies with a companies. This fits with anecdotal turnover around £1m. evidence that suggests that there are • In terms of sector, there is no significant a number of small companies which skew towards one over the other but are moderately successful but whose there is a greater representation of management have limited ambition to manufacturing and business services. grow further. 2.18 Within this defined market it is possible 2. Data on deals from to identify companies undertaking CorpFin, part of ‘growth capital’ deals.3 This allows the Experian Ltd pH group. Corpfin claims identification and analysis of the key to capture 95% of all characteristics of companies prior to the deals over £500,000. receipt of development capital. Thus it is For the analysis, growth possible to quantify the relative importance capital deals included: of certain financial and non-financial a) Development Capital drivers to deals, as well as the natural deals; b) Reconstruction territory of development capital.4 deals; c) Minority stake deals; and d) reverse takeover deals. It does not Figure 2: Incidence of growth capital deals by industry and size include e) acquisition; or f) Management Average number of companies by year buyouts (MBOs) as not Total number of deals considered relevant. Number of employees 3. Those companies for N/A 1-2 3-4 5-9 10-19 20-49 50-99 100-199 200-249 250+ Industry whom, at any point, growth capital may be Agri. 1% 1% appropriate. Deal logged Min., Energ. 0% 1% on the Corpfin database Man. dur. 10% 14% that captures all deals over £500,000, claiming Man. non-dur. 7% 6% 95% coverage. Constr. 11% 1% W-sale 12% 6% 4. It is important to bear Retail 12% 8% in mind that the overall number of deals is Transp. PTT 6% 4% low, and they do not Bus. Serv. 23% 32% represent demand Fin., Ins. 4% 9% for growth capital but Property 5% 6% development capital deals in the existing Pers. Serv. 4% 4% market. It is possible Public 4% 5% however to develop 36% 1% 1% 5% 11% 23% 13% 7% 2% 2% 160014 some conclusions about 15% 1% 2% 3% 8% 20% 21% 16% 4% 12% 548 what type of firms will by looking for this sort of finance. Source: pH Group 2009. Blue filled circles = no. of deals, black rings = no. of firms 10 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 16. Figure 3: Incidenceof growth capital deals } Strong (25%) increase in both criteria Some growth (1-25%) in both criteria Growing Growth in one criteria the other stable Growth in one criteria contracting in other Contracting in both criteria } Restructuring Stable in both criteria Stable in one criteria contracting in other* } Stable -100% 0% 100% 200% 300% 400% 500% 600% 700% *inc. where data is N/A 100% = normal incidence of deals Source: pH analysis 2.20 Evidence collected from the consultation proportions experiencing problems in interviews confirmed the first two groups obtaining any finance. as the hotspots for growth capital deals. As well as identifying businesses exhibiting 2.23 To estimate the structural gap in the growth, the interviews suggested that provision of growth capital it is necessary those that have hit a plateau through lack to draw on survey data from prior to the of funding or who are unable to secure beginning of the credit crunch. The BIS a second round after initial early stage Annual Small Business Survey 2007/08 investment would be suitable targets for found that of the 35 percent of growth growth capital. Further analysis is shown businesses seeking finance, only 21 per at Annex D. cent had problems raising finance from the first source approached and 4 per cent Estimating the scale of the unmet were unable to access any finance from demand for growth capital any source. 2.21 The previous analysis illustrates that deficiencies in current data make it difficult 2.24 Applying these percentages to the mid to estimate with any degree of precision point (28,500) of the estimated range the number of SMEs that might benefit (25,000-32,000), produces a figure of from a growth capital injection. However, between a few hundred (400) and a few the analysis of two data sources – pH data thousand (2,100) businesses experiencing and the Business Structures Database, problems raising finance. Given both the provides an indication of the broad orders problems with survey data and precisely of magnitude using the pH analysis. estimating the number of firms which It estimated that of the circa 170,000 might benefit from an injection of growth companies there are approximately 25,000 capital, these figures should only be to 32,000 SMEs in the growing and viewed as indicative of the scale of the restructuring bracket with characteristics problem. that may make them suitable for growth capital finance. This is supported by 2.25 Table 1 illustrates the impact of two analysis of the Business Structures plausible scenarios on the scale of unmet database (based on VAT returns and demand for growth capital over the next employee numbers) which gives a figure few years. of circa 25,000 for growth firms within • Both supply and demand continue to the same parameters.5 Only a smaller be subdued relative to pre-recession proportion of these SMEs will be seeking conditions. Under this scenario the scale finance at any one time. of unmet demand could rise to between 1,300 and 2,100 businesses per year. Unmet demand prior to the recession • Demand for finance amongst SMEs 2.22 Although data does not exist directly on returns to its pre-recession level as the scale of unmet demand, surveys of recovery accelerates but the supply of small businesses before the recession finance remains constrained at current 5. pH analysis showed provide figures both for the number of levels. This scenario of supply remaining circa 20,000 “growing” businesses seeking finance, and the constrained is entirely plausible, as for firms and circa 12,000 “restructuring”. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 11
- 17. instance banks reactto the anticipation 2.28 Experience of previous recessions indicates of regulatory changes to both capital that it could take several years before & liquidity requirements, and the trend the supply, and possibly the demand for of reduced foreign lending looks set to finance, returns to pre-recession levels. continue. Under this scenario, the scale This is important, as research has shown of unmet demand could rise to between that the ability to fund growth internally is 2,700 and 4,400 businesses. directly linked to the extent to which a firm is financially constrained.6 Capital structure, 2.26 Depending on the medium term trends specifically levels of debt and interest cover in both demand and supply of finance, are good indicators of how financially we estimate that up to 5,000 SMEs per constrained SMEs are. annum seeking growth capital could experience problems raising this capital. 2.29 The data depicted in Figure 4 suggests Again, given the number of other factors that in aggregate UK businesses entered that might influence the demand for this recession with both considerably more growth capital, inadequacies in data and debt and cash than they did historically. the uncertainty about how the financial This is reflected at the very small end of markets will adjust as the recovery the market in companies with turnover accelerates, these estimates should only less than £1m and to a lesser extent in be taken as indicative of the possible scale our target SMEs with turnover above of unmet demand. this. However, growth companies have traditionally borrowed more and more Impact of recession on number of often and are now overleveraged. SMEs financially constrained 2.27 There are strong reasons to believe that “We are already seeing businesses problems faced by some SMEs in raising which need to invest to meet forecast growth capital will have been accentuated by the recent events in financial markets. increases in demand but which find Business surveys since the recession have themselves unable to raise bank found that whilst there has been a fall in finance to assist” – Fund Manager, demand for finance by SMEs, there has Private Equity Firm also been an increase in the proportion of SMEs facing difficulties accessing it. For 2.30 Analysis of historic data across the SME example, the June 2009 BIS Barometer population also shows that although found that of the 17 per cent of all SMEs since 1999 there are a declining number seeking finance, 44 per cent had problems of businesses borrowing, those that are raising finance from the first source doing so borrow more and are likely to approached and 27 per cent of all SMEs have low levels of interest coverage: 44% seeking finance were unable to access any of businesses that borrowed in 2008 had finance from any source. less than 2 times interest cover.7 Historical precedent suggests that profitability could deteriorate before it gets better, and may also struggle to recover even when GDP growth does. Table 1: Estimation of potential unmet demand for finance Population of Businesses Number of Number of businesses Seeking external businesses businesses suitable for finance unable to raise having problems growth capital finance from any raising finance source from first source approached Pre-recession 28,500 10,000 400 2,100 demand and 6. D. Harhoff, “Are supply There Financing Recession 28,500 4,800 1,300 2,100 Constraints for R&D and demand and Investment in German supply Manufacturing Firms?”, Annales d’Economie et Demand at pre- 28,500 10,000 2,700 4,400 de Statistique, 1998 recession levels, 7. pH Group 2009. supply at current Analysis completed on behalf of the Rowlands levels Review. 12 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 18. Figure 4: Trendsin borrowing and deposits of SMEs 60 2.5 50 2.0 Liquidity Ratio 40 1.5 £bn 30 1.0 20 0.5 0 0.0 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 Borrowing Deposits Liquidity ratio 2.31 In addition, analysis of the two types of business identified in paragraph 2.19 as being more likely to require growth capital – growing and restructuring firms – show signs of their being more financially stretched than the wider SME population. 2.32 Growing SMEs are more likely to borrow; on average over the past three years 42% of growing SMEs borrowed compared to 36% of the wider SME population. In addition, both growing and restructuring SMEs are less likely to have substantial interest coverage on existing debt than the wider population; 48% of growing SMEs have interest cover of less than two times. Amongst restructuring SMEs the situation is even more pronounced with 78% in this position. This could be particularly problematic as in 2008 17% of SMEs across both groups were geared over 200%.8 2.33 Despite the estimation difficulties, for the reasons explored in this chapter, the possibility that several thousand SMEs with growth potential face difficulties in raising appropriate finance to fund their growth plans constitutes a strong rationale for intervention. The next stage in the analysis, assessing whether there are market failures leading to this under allocation and whether they can be effectively addressed, are considered in the next chapters. 8. pH Group 2009. Analysis completed on behalf of the Rowlands Review. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 13
- 19. 3 Causes of the Gap in SME Growth Capital This chapter explores the reasons for the apparent under provision of growth capital to SMEs. The review has found that a number of issues have led to the gap in SME growth capital, namely: • Permanent market failures affecting both supply and demand sides; • A number of other market issues that have an adverse impact on the supply of growth capital including methods of risk reduction in private equity, remuneration of fund managers and the lack of an established channel for growth capital; • The impact of the recent financial crisis and the economic downturn on bank financing of growth Market failures those institutional investors not investing in venture capital significantly underestimated 3.1 The reasons why some viable SMEs with the returns achieved by this asset class, growth potential can experience problems whilst those that did invest generally had in raising capital is well documented, and more accurate perceptions.10 If investors is, at least in part, the result of a number have incorrect expectations, this will result of market failures. These market failures in a sub-optimal allocation of capital. relate to imperfect information and other structural issues on the demand and Potential market failures affecting the supply side that have resulted in fund demand side are: managers making fewer, larger and later stage equity investments. The supply side Lack of investment readiness market failures identified by the review are: 3.4 This leads to SMEs lacking the ability to present themselves as investable Cost structure of growth capital deals opportunities, for instance due to 3.2 The prohibitive cost of identifying, poor business plans or inadequate transacting with and exiting from smaller management skills, constraining the ability growth capital deals has been commonly of the business to obtain investment. cited by fund managers and investment firms.9 Consensus suggests that deal SME aversion to equity structuring and due diligence on a ‘typical’ 3.5 Research estimates that up to 20% of deal can take about 3 months. For a incorporated SMEs consider equity finance technically complex company, the costs to fund growth although the numbers that can easily account for 10% or more of the actually use this form of finance is much investment. Thus for smaller deals the due lower at 1%.11 There are a number of diligence can represent a larger proportion reasons why equity is not well favoured; of the deal. This issue particularly affects lack of understanding and reluctance to SMEs as relatively more information cede ownership are most commonly cited is obtainable with regard to larger 9. Respondents to the with 35% of SMEs stating they do not businesses. Review’s ‘Call for want to cede control of their business as Evidence’ and 80 + a reason for not taking equity finance.12 stakeholder interviews Track record However, research also suggests that SME 3.3 Data on returns from growth capital owners and managers can lack the skills 10. British Venture Capital investment is limited, as only a limited or knowledge to understand and secure Association, Institutional number of growth funds exist. Lack of the most appropriate type of investment. Investor Attitudes to track record is likely to make investors Venture Capital in the In addition, lack of information about the more risk averse when investing in supply of finance, differences in valuation UK, 1999. this sector, and as a result demand a of businesses, and a tendency on the part 11. CBR SME Financing higher level of return as compensation. of SMEs to put off growth plans if they do Survey, 2008 Anecdotally this is supported by not secure a favoured form of finance are evidence from the British Venture Capital also common. 12. Annual Small Business Association (BVCA), which shows that Survey, 2008 14 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 20. “I would ratherretire than give up and a minimum rate of return, or “hurdle”. The carried interest represents a significant control or ownership of my businesses” financial incentive and can be maximised – SME Business Owner through closing larger leveraged deals. Preference for debt finance “There is not a lot of commercial logic 3.6 SMEs have become accustomed to the availability of relatively cheap debt finance investing in growth capital at this and this may have contributed to the level when viewed against high end culture of equity aversion, despite debt Private Equity and their returns”. –Fund not being the most appropriate form of Manager, Private Equity Firm finance, particularly for long-term growth. Selecting the wrong type of finance may constrain future growth, for instance, Lack of channel to growth capital covenants in loan agreements could be 3.11 Over the past decade institutional too restrictive if business circumstances investors have increasingly allocated change. capital to the alternative investment asset class where growth capital resides. However within this asset class funds “Too many SMEs “max out” on the have not been directed to growth capital cheapest, most available and easiest investments. Instead capital has been sources of finance. Short term finance invested by fund managers in higher risk and return investments such as large scale is often used to fund long term assets” private equity. – Fund Manager, Private Equity “Many institutions place their money Other Market Issues with fund of funds which tend to look at 3.7 The review believes that there are further larger international funds as offering the permanent market issues are constraining the supply of growth capital to SMEs: best return and greater diversity of risk” – Fund Manager, Private Equity Firm Methods of risk reduction in private equity 3.12 When allocating capital institutional investors make a series of trade offs. 3.8 The private equity/venture capital industry Among others, they balance the illiquidity has, over the years, sought to limit its of their investments with the prospect exposure to risk in a number of ways. of either a high capital gain return or if Firstly, through a greater focus on buyout available, an acceptable level of annual and secondary purchase investments, yield. Private equity and venture capital which tend to be larger and are perceived equity investments are generally illiquid, to hold less uncertainty and risk. Secondly, do not provide annual yield and rely on an through a focus on a smaller number exit event to release large capital gains. of investments with majority control, Historically fund managers have been able giving the fund manager direct influence to generate significant returns of above over business operations and strategic 25% per annum14 for these investments decisions. which have proved high enough to attract institutional capital into this area. 3.9 In the past five to ten years large buy out investments have delivered significantly 3.13 Partly driven by the lack of performance higher returns than growth capital for data, institutional investors currently investors.13 Available and cheap debt perceive the levels of risk and illiquidity combined with large deals has helped that growth capital offers not to be contribute to these extraordinary returns to compensated by the returns available. be made with very high leverage. 3.14 In addition to returns, scale of fund 13. G. Murray and J. Lott, Remuneration of fund managers is critical to establishing an effective “Have UK Venture 3.10 Later stage and buyout deals have also investment channel. A fund needs to be Capitalists a Bias provided better returns to fund managers Against Investment in of a size to allow institutional investors New Technology Based themselves. Personal remuneration to make their minimum investment Firms”, Research and can be maximised through successfully commitment without going over 10% Policy 24, 1995 managing a larger fund. Fund managers allocation of the total fund size. Currently have historically received a management there are no funds of this size established, 14. British Venture fee each year of c.2% plus a profit share and therefore a credible channel, to attract Capital Association referred to as “carried interest”. This is significant amounts of private sector Performance typically 20% of the capital gain after Management Survey capital into UK growth capital. 2008 investors have had their capital returned The Provision of Growth Capital to UK Small and Medium Sized Enterprises 15
- 21. 3.15 These structuralissues have contributed “The crucial issue is that currently and to fund managers migrating away from arguably for some time, there has been investing in growth capital towards making fewer, larger and later stage investments. no long-term capital for steady growth Fund managers increasingly specialise available except where there is assured in specific investment types and do not security” – Fund Manager, Private typically invest in SMEs ‘from cradle to grave’. This results in an exclusive focus Equity Firm on a single funding round creating barriers between successive rounds of funding. “‘Normal’ banking activity will return This is problematic for UK SMEs seeking to those £25m+ turnover firms sooner multiple rounds of investment to fund ongoing growth. Provision of adequate than those below £25m turnover…this follow-on funding requires ability to make is due to high costs of distribution and large individual investments from a fund realisation that you can not make these with the capacity not to be restricted lending decisions via ‘scorecards’” – by over exposure to a single firm in the portfolio. Head of UK Corporate and Commercial Bank 3.16 This suggests that UK SMEs suffer from a ‘drip feed’ of capital, which is most 3.18 In the past 24 months there have been acute in the ‘growth phase’. Research notable changes in both the capacity of has explicitly pointed out the importance the lending market and attitudes of banks of follow-on finance for the commercial to lending. UK banks lending criteria were expansion of an SME once the available relaxed as competition for borrowers resources from its early stage investor are increased and significant growth in lending exhausted.15 occurred. As the economy entered recession a significant reduction in the Impact of recent events capacity of UK bank lending has taken place. This has reduced any ‘substitute’ 3.17 In the decade to 2007, banks increasingly effect where debt finance has been used, operated outside their traditional risk perhaps inappropriately, as a source of profiles, lending money to finance growth capital for growth. By the end of 2008 at low cost and through short term and foreign lenders dwindled to only 10% working capital instruments, such as of growth as the overall rate of growth overdrafts. For loans between £1m-£20m declined.18 demand significantly increased from late 2005 and through 2006, with a smaller 3.19 The current reduction in credit mirrors increase being reflected in marketing trends seen in past recessions (see figure loans of less than £1m albeit to a lesser 5). Historically, lending to businesses falls extent.16 This was a function of both price during periods of recession and takes and availability of loans and the fact that some time to recover. Following the the UK lending marketplace was very 1990s recession, net lending to public competitive. Evidence suggests that bank non-financial companies (PNFCs) did lending substituted a proportion of growth not recover until 1995, by which time the capital investment, in areas they would economy had been growing for some time. not traditionally lend.17 Fund managers offering equity or mezzanine investments in SMEs found their terms undercut by 15. G. Murray, “The Second banks seeking to gain market share. Equity Gap: Exit Problems for Seed and Early Stage Venture “Banks have exacerbated the troubles Capitalists and Their we now face; they have provided equity Investee Companies”, International Small priced as debt; relaxed lending criteria, Business Journal 12, increasing leverage and loan multiples 1994 whilst keeping rates low” – Head of UK 16. Bank of England Corporate and Business Bank Lending Reports 2009 17. Rowlands Review Call for Evidence responses, 2009 18. Bank of England Lending Report 16 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 22. Figure 5: Sterlinglending to PNFCs against GDP growth 10.0 35.0 8.0 30.0 25.0 6.0 Lending Change (%) 20.0 GDP Change (%) 4.0 15.0 2.0 10.0 0.0 5.0 (2.0) 0.0 (4.0) -5.0 (6.0) -10.0 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 GDP ’88-’95 GDP ’06-’08 Sterling loans to PNFCs ’88-’95 Sterling loans to PNFCs ’06-’08 Source: Bank of England 3.20 There are two reinforcing trends. Firstly on businesses. In addition, the effects of the supply side we can expect capacity small scale of funds, over specialisation in UK lending to be constrained and and geography may have made them less that banks will be more risk averse for efficient than they might otherwise have some time. This will mean that they are been. Any new intervention to address unlikely to return for some time to lending a gap in growth capital should fit with growth capital to SMEs outside traditional existing programmes. risk profiles and through non-traditional instruments. Secondly on the demand side 3.24 The following chapters highlight the factors SMEs are likely to have a greater appetite that should be considered in designing any for external finance to fund growth, driven intervention and broad options for delivery. in part by reduced ability to fund plans internally. 3.21 Thus the banks display two significant behaviours: they have become extremely risk averse in assessing individual applications and they have retreated into more traditional business lines. In itself this does not represent a market failure, but exposes the existing market failures and makes them more acute. Together, these market failures and other issues have resulted in inconsistent financing of SMEs, most acutely in the growth phase. Current Interventions 3.22 Current government interventions in finance markets for SMEs are summarised at Annex E. Recent assessment of these interventions has found that they have had a positive effect on the companies in which they invest, and have stimulated growth where it might not otherwise exist. 3.23 Current Government interventions have focussed primarily on the equity gap, with the majority of funds being limited to investment of up to £2m. Government has not, to date, focussed explicitly on the provision of growth capital to ‘non-stellar’ established SMEs looking to expand their The Provision of Growth Capital to UK Small and Medium Sized Enterprises 17
- 23. 4 Design Factors The review has shown that there is compelling evidence to suggest a gap in the provision of growth capital to viable and established SMEs, that this gap is caused by factors that are unlikely to be bridged without some form of Government intervention, and that, as past interventions have been broadly successful, Government intervention can address these factors. A number of options exist for intervention, which are considered in the next chapter, but the consultations for this review have highlighted key factors that can affect the positioning and commercial success of any intervention. These factors should be considered carefully in the design of any intervention. Private Sector Funding SMEs to secure follow-on funding through multiple funding rounds 4.1 Any government intervention envisaged to • Create economies of scale: by address the UK SME growth capital gap spreading the fixed costs of a fund across should seek to draw in private funding to a larger number of investments, including the maximum extent possible. reducing the average cost per investment. 4.2 The principal role for government must • Risk and attracting private investors: be to focus on the market failures ability to diversify risk across a large fund identified in this report, which will lead to will be key to attracting private investment greater private sector activity in the area • Provide effective regional coverage: of SME growth capital. An initial level of Linking into regional networks is critical government support is likely to be required to establishing a strong pipeline and to initiate activity, in particular to overcome effectively identifying opportunities in every barriers in terms of scale and distribution region. and to give investors confidence to invest • Impact on the problem: Our evidence in the area. Any intervention should be suggests that there is the potential for up designed with the medium term objective to several thousand businesses seeking of commercial viability in mind. between £2 – £10m of investment. To make any impact on this gap would 4.3 Building a solution that draws principally require a fund of scale. on private funding is also an important consideration in terms of attractiveness Impact to SMEs themselves. A purely publicly 4.5 There is clearly a strong relationship funded scheme may be regarded between the scale of any intervention, and with greater scepticism among target the market impact. An intervention that SMEs, particularly with respect to equity is national in scope, with considerable ownership and their ability to attract follow- resources for marketing, promotion and on funding and therefore may become an communication will have the potential to obstacle to investment take-up. reach most stakeholders in SME growth capital. Although this is unlikely to Achieving Scale overcome all the information asymmetries, 4.4 There are a number of reasons why such a ‘high impact’ set of initiatives has achieving sufficient scale for an much greater likelihood of overcoming intervention is important: managerial inertia and having impact with owners, accountants and other advisors • Impact: an intervention of scale helps to whose networks will be important for overcome information asymmetries that finding opportunities. contribute to the market failure • Reduce fragmentation and provide Reducing fragmentation and providing follow-investment: a larger scale capacity for follow-on funding intervention reduces the risk of 4.6 Reinforcing this, a number of academics fragmentation in the market and provides and commentators have recently observed a more effective escalator of finance for that existing publicly-funded venture 18 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 24. capital interventions arefragmented in size (among other factors) will be terms of scale, geographical location and an important consideration for the sector focus. The development of this achievement of long term objectives and network of arrangements, with varying a condition for attracting private sector qualifying criteria and differing objectives investors. can result in barriers to the effectiveness from both supply and demand-side 4.10 Additionally, the scale of any intervention perspectives. is important to the success of securing institutional and corporate investment into “[the Government should] create a any SME growth capital vehicle. Pension fund and insurance company investors more connected environment in the often seek minimum individual investments market place to enable businesses of above £20m whilst at the same to access the relevant sources of time being constrained to a maximum finance according to growth stage participation in any fundraising of 5-10%. [and] overcome the current fragmented ‘scale is vital to provide the diversity the approach to these funds” – Fund funds need in their own investments. Manager, Private Equity firm Funds need to be sufficiently large to 4.7 An important constraint that has been attract the large pots of capital and seen to limit the effectiveness of existing provide diversification’ - Major UK schemes has been the lack of ability pension fund to provide ‘follow-on’ funding through a lack of overall fund scale. It is vital that any intervention is not only able to Effective regional coverage complement other interventions in terms 4.11 Linking into regional networks will be of development stage and investment size, critical to establishing a strong pipeline but also in being able to provide follow- and effectively identifying opportunities. on funding for SMEs that smaller funds This should not lead to segmentation cannot accommodate. into regional funds. However, a delivery channel which has close integration with the local business community has two “the ‘shallow pockets’ of HMG advantages: interventions is of concern as SMEs • It helps to increase the volume of lack credibility when going on to seek applications from SMEs and quality additional new investors. It is therefore referrals from local accountants and advisory firms. Research suggests that important to bring in private sector between 74% and 94% of SMEs rely funds early to help facilitate follow-on on accountants to provide business investment across multiple rounds” - advisory services and particularly amongst Fund Manager, Private Equity Firm businesses with 10-49 employees.19 Data obtained from a Private Equity Fund which Creating economies of scale provided equity, loans and mezzanine finance to SMEs showed that from a 4.8 One of the key barriers to existing sample of 1100 deals 40% came from 19. R. J. Bennett and C. investors participating in SME growth Smith, „The influence accountant referrals, 27% from boutique capital is the due diligence and deal of location and corporate finance adviser referrals and just costs. To create economies of scale distance on the supply 13% direct.20 in professional fees and due diligence, of business advice”, and to achieve material savings through • They reduce the cost of screening Entrepreneurship and standardisation in processes and investments as the fund manager will have regional development expert knowledge of local businesspeople 11, 2002; L. Jay and documentation requires an intervention and markets. M. Schaper, “Which of suitable scale. Smaller funds are advisers do micro-firms comparatively more expensive to operate use? Some Australian on a per investment basis. This includes “One cannot underestimate the evidence”, Journal of the cost of establishing and running skilled importance of accessing local networks Small Business and investment teams. Enterprise Development of investors and commercial partners” – 10, 2003 and A. Cosh et Partner Commercial Law Practice al, “Financing UK Small Risk diversification and Medium-Sized 4.9 Scale is critical to achieving effective Enterprises”, Centre for diversification across the total portfolio of 4.12 A fund of significant scale is likely to be Enterprise and Business SME investments for the underlying fund better able to plug into these networks Research, 2008 investors. Effective risk diversification than a smaller intervention. 20. Large Private Equity across geography, sector, and company firm, 2001 The Provision of Growth Capital to UK Small and Medium Sized Enterprises 19
- 25. Impact on theproblem ‘Any intervention has to be on 4.13 Our evidence suggests that there may be a commercial basis in terms of several thousand businesses potentially remuneration…otherwise the calibre requiring up to £10m of investment. To have any impact on this gap would require of people will not be attracted and a fund of significant scale. investment quality will suffer’ - Fund Manager, Regional Private Equity Firm 4.14 This will require institutional and corporate investment into any SME growth capital vehicle. Pension fund and insurance Long Term Solution company investors often seek minimum 4.17 The market failures in provision of SME individual investments of above £20m growth capital have been driven in part whilst at the same time being constrained from short-term investment horizons and to a maximum participation in any intermittent investment appetite among fundraising of 10%. This leads to a private sector investors. self-reinforcing need for the fund to be at scale: the fund must be large to address 4.18 It has been seen that within the venture the gap; the gap can only be addressed capital/private equity industry in general, by attracting institutional investment, which and in the case of ICFC/3i in particular, in turn requires the fund to be of scale. there has been a trend over time from smaller to larger deals and therefore ‘scale is an important factor when for investment into larger companies. Measures will need to be designed within structuring any intervention; it is any intervention to deter such a drift. It important as it will enable a greater is particularly important to ensure that number of investments that will diversify any intervention supports SMEs through the risk. This will enhance the ability recovery from recession, when demand for growth capital increases while supply of the fund to generate returns and, in is still relatively constricted and thereby addition, reduce the level of appropriate providing a more enduring, dependable due diligence for each investment, source of growth finance for the future. a principle driver of cost’ – Partner, Private Equity Firm Commercial Operation 4.15 The review believes there is a commercial opportunity in providing growth capital to SMEs at a rate of return above bank lending and below that of high risk venture capital. To demonstrate this to institutional investors any intervention needs to be delivered commercially – in structure, management and objectives. 4.16 Demonstrating a clear commercial management framework, independent of government involvement in strategic and operational decision making, will be critical to attracting and retaining suitably experienced investment managers. This is likely to be most apparent in terms of structure and level of remuneration where successful recruitment of high quality managers will require commercially competitive terms. 20 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 26. 5 High Level Optionsfor Intervention In addition to investigating whether there is a gap in the provision of growth capital, the review was also asked to present options setting out what a government intervention might look like and how it might be delivered. Three broad delivery options have been identified and are considered in more detail in this chapter. The benefits and drawbacks of each broad option are considered against the factors identified in chapter 4. However, this chapter first considers what the product for investing growth capital might look like based on discussions and views provided to this review by industry experts. An independent institution ahead of equity. Mezzanine lending is often accompanied by an equity warrant 5.1 Any intervention in the market for growth that may crystallise at final repayment or capital should be free to make investment upon particular events (such as a sale). decisions independently of government The precise structure of a mezzanine influence, and to set out how investments product can vary making it flexible to the should be made so as to best fit the financing needs of business and the return market within the investment mandate. required by investors. The institution would raise funds and have a portfolio governance and monitoring function. ‘many of our debt based deals are with companies that can service the loan on 5.2 Careful consideration would need to a cashflow basis but do not have the be given to the design, legal basis and security to satisfy the Bank’s lending classification of any new institution so that it balanced the need for commerciality requirements’ - Mezzanine debt with the control required to avoid mandate provider creep. The experience of ICFC/3i provides an important lesson for government in 5.5 A set of mezzanine products as part of the designing an institution. In implementing government’s wider suite of instruments a growth capital fund two factors deserve could enable effective SME growth capital close consideration: the design of an investment. The review considers that appropriate set of financial instruments an indicative range of expected returns and the appropriate distribution from such mezzanine loans might be mechanism for funds. considerably above senior debt. Within this broad structure, it would be possible Product offering: ‘mezzanine’ to offer a range of flexible instruments that match appropriate returns with the level of 5.3 In order to address the market for growth risk taken. capital successfully, the range of financial products offered will need to balance risk and return. It should address the needs CASE STUDY and capabilities of SMEs, as well as having Mezzanine finance proved suitable credibility for investors and enable any instrument to fund growth fund raised to be financially attractive. A business producing baby food was 5.4 Investment in SME growth capital sits established in 2001. Original funding came between bank lending (usually asset- from remortgaging the owner’s home, backed) and much higher risk venture overdraft and loans from family. Whilst capital investment. In the market the these sources were initially sufficient risk/return position broadly equates to enable the business to become to that of mezzanine instruments; a established, a greater amount of finance term used to identify lending that is was needed to expand the business in subordinate to senior (bank) debt, usually order to meet the owner’s high growth on an unsecured basis and with a clear objectives and fund marketing activities to repayment schedule, but which ranks establish a brand name. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 21
- 27. that the reluctanceto cede any ownership Initial equity investment of around stake will mean that mezzanine-type debt £2m was raised from Business Angel instruments will more often match the investors over a number of years. The preference of SMEs when securing growth owner was not averse to equity but was capital. limited in obtaining bank finance due to a lack of collateral to secure additional Provide an alternative source of capital debt. 5.8 Only a very small proportion of UK SMEs Although sales experienced steady finance their business through equity double digit growth, the firm was not investment, which is not appropriate to meeting its full potential due to delays all businesses. By contrast, debt finance in signing a nationwide distribution deal may not be suitable for growth firms as that would transform the business. its tight convenants may be too restrictive Additional finance was required to cover if expansion plans fail or the firm has working capital and fund an increase in too small a level of working capital to be capacity. able to meet regular debt repayments. Appropriate finance was hard to come Mezzanine provides greater flexibility. by; there was little collateral to secure debt and additional equity would dilute ‘high growth SMEs can usually attract the owners share too much. The owner the interest of equity, but those with believed there was a ‘post code lottery’ of securing Government funding and the more pedestrian growth will have bureaucracy involved in accessing this problems, but the availability of funding were too onerous. mezzanine debt can in part address A mezzanine loan with small equity this’ - UK fund manager warrant proved an ideal form or funding. There was flexibility in the design of the Encouraging investors loan around the needs of the business 5.9 The product mix is an important and there was not significant dilution of consideration when raising private sector ownership. funds for any new investment vehicle. In this regard it will be important to match the cash flow profile of the underlying SME investment products with the 5.6 Using a ‘mezzanine’ instrument has a requirements of any instrument being number of advantages as a product: issued to institutional investors. Some • It can help address the problem of SME investors will not be attracted by the high aversion to parting with equity. return on equity investments because of the comparatively high level of risk. These • It provides an alternative source of capital investors may prefer a lower yielding for businesses who would not attract instrument, with lower level of risk. A equity investment or be inappropriate for mezzanine instrument for SMEs could debt finance due to a lack of available meet these preferences as risk is reduced collateral. through regular payments (yield) and the • May attract a different class of investors fact that in the event of the company seeking a cash yield. folding, mezzanine debt holders will be entitled to repayment before ordinary Aversion to equity shareholders. 5.7 SME attitudes to different types and sources of finance show a strong and 5.10 The business model to support an entity enduring aversion to equity investment. undertaking principally mezzanine lending, Survey data suggests that although at a scale that delivers scale economies 20% of firms would consider equity and achieves the market impact identified investment, only 2% of those seeking above, will differ significantly from existing finance have sought equity finance in the venture capital operations. In the current previous three years. This in part may market there are few, if any, firms operating reflect a strong cultural preference for at scale in the SME growth capital market 100% ownership among owner-managed or with a business model designed toward firms.21 Survey evidence confirms that this end. many owners fear a loss of control with equity investment and the cost is often 5.11 It is anticipated that a successful perceived as too high compared with the intervention will need to combine relatively money raised. Although attitudes among high volume deal flow, managed to tight SME owners may change as scarcity of constraints on due diligence and deal 21. CBR SME Financing Survey 2008 debt finance increases, it is anticipated costs. As such the requirement in terms 22 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 28. of investment managerskills is likely to be 5.14 One significant challenge under this for those able to adapt to an environment option is likely to be the ability to attract that resembles a mix between that of a private sector capital at the outset. commercial bank credit analysis team and Critically, without a track record a new a venture capital player. institution may find it difficult to convince private sources of finance to invest. This ‘the majority of our people bring a could in part be mitigated by recruiting credible investment executives, although credit analysis background gained directing them to operate in this section in commercial banking rather than of the market, where they may not have pure private equity, but approaching operated before, may not fully mitigate investments from a cashflow rather the lack of a track record. Furthermore, it could also distort activity away from other than asset perspective’- UK mezzanine priority sectors like early stage. As a result loan provider the appetite of investors to back the fund is likely to remain highly uncertain during Distribution Options the early phase of the launch and may take time to build momentum thereafter. 5.12 There are a wide range of delivery options that a growth capital fund might employ. Option 2: Establish a ‘thin’ institution • Fund management to be done in-house, that uses private sector distribution with people employed to find and assess channels deals and manage the portfolio of 5.15 Establishing only a ‘thin’ management investments. function would leave investments to • Capital raised and managed in-house, but be made through a network of existing using existing providers as a distribution providers who have the appropriate profile network. in terms of track record, skills, investment • Investments made on a co-investment range and geographic presence. A ‘thin model with private sector partners, institution’ would maintain oversight piggybacking on existing deals. of distribution and the overall portfolio management and maintain alignment to Option 1: Fund management to be done the mandate. in-house, with staff employed to find, assess, and follow up deals 5.16 The advantage of using existing fund managers with established reputations 5.13 Under this option, the investment function and proven track records, would be to would operate through a geographic give confidence to investors. Investors network of offices with experienced tend to be more confident backing existing investment executives supported by firms with which they have experience analysts. Talent would be attracted by the than brand new firms, even if the individual scale of funds under management and managers are known to them. This appropriately incentivised. The portfolio might make raising funds marginally less governance and operations team would challenging than option 1. provide logistical support across all investments, leveraging scale economies 5.17 Delegation of investment sourcing and from professional services providers for assessment to private sector fund example, and have primary responsibility managers could pose a greater risk for meeting the institutional mandate at a of mandate creep would be a greater portfolio level. This would include ongoing risk than under Option 1, although the monitoring of performance and managing centralised governance and portfolio risk diversification. management function would mitigate this risk. ‘The regional office and focus structure [of 3i] would be of huge benefit. The local relationships and connections built up by such a structure are invaluable in helping companies see the benefits [of growth capital]’ –Partner, Commercial Law Practice The Provision of Growth Capital to UK Small and Medium Sized Enterprises 23
- 29. 5.19 One ofthe key risks with this option is that 5.22 Of all the options this approach relies most a sufficient number of suitable providers heavily upon existing market players – to operating directly in this market cannot both deliver growth capital to the SME be found. However considerable scale market and invest their own funds. The might be achieved by engaging the obvious challenge, as has been observed broader venture capital and mezzanine throughout this review, is that a number of finance market as these players might be significant obstacles exist to private funds persuaded to deliver SME growth capital. investing in SME growth capital market, This might require some adjustment to only some of which are related to the their current operating model and would availability of capital. There is a risk that be dependent on the design and incentive a co-investment approach alone would structures of any intervention. be insufficient to stimulate new private sector investment in an area where it is not Option 3: Establish an institution to already taking place at any scale. co-invest with approved private sector partners 5.23 Table 2 below provides a summary of the 5.20 The final option considered is a co- considerations given to the three options. investment model, where existing private It highlights the relative strengths and sector fund managers are able to call weaknesses of the models against the down funds raised by a new government factors identified in chapter 4, as well as intervention, to supplement their own considering how well they are positioned individual investments. The release of to address the structural market failures, funds would be subject to approval by the set up costs to government, speed of the new entity. This structure reflects delivery and whether they help to achieve a programmes undertaken in other real ‘escalator of finance’ for SMEs in the UK. governments around the world and within the UK by Scottish Enterprise, Capital for Enterprise Ltd and the Regional Development Agencies. 5.21 The pre-qualified private sector investors would be selected to make up a wide geographic distribution network. Deal flow would be market led, incentivised to operate in this area through the possibility of matched funding. The co-investment approach is likely to be the fastest to market as it is likely that pre-qualification of fund managers and initial organisational set-up could be completed ahead of more complex requirements of the other options. 24 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 30. Table 2: Summaryconsideration of options A standalone commercial A commercial institution A commercial institution institution to raise, manage to raise and manage to raise capital and deliver and directly distribute capital but with investment through a growth capital “in-house” distribution through co-investment model with existing providers private sector partners Attracting Could initially prove the Accesses existing track Accesses existing track private sector most difficult, as institution record, skills and expertise record, skills and expertise funding comes without a track of existing distribution of fund managers, but less record, though can be networks helping to attract likely to attract funding of mitigated by recruitment of private capital any scale quality investment team. In the long-term, likely to have most impact Achieving More certainty in achieving Also has the potential to Less likely to achieve scale scale scale. Potential to reduce achieve scale, depending and large numbers of co- cost of capital through on the number of investors make significant scale economies distribution channels economies of scale less deliverable Enduring Provides an enduring Could be issues and Potentially could provide solution mechanism for channelling fund managers indirectly enduring solution, if more investment to SMEs. If employed focus on other private sector capital is unmet viable demand opportunities attracted into SME growth exists, this should lead to finance additional growth capital funding Distribution Provides the opportunity Relies on existing channels Relies on existing investors to establish regional of distribution which may and is unlikely to provide distribution network be insufficient any shift in the current distribution of capital Cost of Likely to carry the greatest Lower upfront costs Lowest upfront cost option establishment cost due to establishment with majority of these with little institutional/ of institution and delivery costs being to establish set-up but would have channel relationship with existing to pay a share of the due providers diligence and search costs for deals Speed of Most complex to establish, Potential to be slightly A co-investment approach setup at least 6-8 months before faster to market if is likely to be the fastest to fist investments distribution partners can market be identified Simplification An institution provides an An institution provides an Less likely to help & follow on opportunity to simplify the opportunity to simplify the government simplify the funding existing landscape and existing landscape and landscape as would be provide follow on funding provide follow on funding another separate, free through a number of through a number of standing intervention. managed interventions managed interventions Co-investors may not be interested in undertaking follow-on investments The Provision of Growth Capital to UK Small and Medium Sized Enterprises 25
- 31. 6 Conclusion This review has considered carefully the available • Any intervention would need a centralised evidence and data on the supply and demand asset allocation and risk management for growth capital amongst UK SMEs. It has also function, possibly an institution, which considered the views of a wide range of industry would also set the overall strategic and market experts and has drawn the following direction of the investment strategy thus high level conclusions: ensuring that there was not "mandate • A vibrant SME sector displaying strong creep." growth is vital for overall economic growth, • To ensure that SMEs and capital can be leading to increased competition and matched, evidence points to the need innovation, and improved productivity. to be able to find, assess, and manage Government should strive to ensure that investment opportunities at a local or adequate growth capital is available across regional level. the SME growth cycle and should consider • Investments should be made on a carefully its model of intervention. commercial basis in order to attract • A gap continues to exist for companies private capital into the asset class, to looking for between £2m and £10m in attract talented investment managers who growth capital. Neither bank lending nor work on a commercial basis and to avoid equity investors are likely to fill this gap in distorting the market and crowding out the foreseeable future. private initiatives. • A mezzanine product would be best • The existing landscape of government suited to fill this gap. It would help address intervention would benefit from demand side aversion to pure equity, simplification. Any new intervention and provide a return above regular bank should not add to, but help resolve those lending at a level of risk lower than for problems and provide a credible source of venture capital or private equity. A well follow-on funding for growing SMEs structured intervention could attract capital to this risk/return profile. 26 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 32. 7 Annexes Annex A: ReviewTerms of Reference and Methodology Annex B: SMEs and Economic Growth Annex C: SME Venture Capital Market Annex D: Balance Sheet Characteristics Annex E: Existing Government Interventions Annex F: Executive Summary of the Literature Review and History of 3i The Provision of Growth Capital to UK Small and Medium Sized Enterprises 27
- 33. Annex A: Review Terms of Reference and Methodology The Growth Capital Review was announced Q3: What is the level of demand amongst SMEs in ‘New Industry, New Jobs’ in April 2009. for additional long term capital for growth, as Venture capital expert Chris Rowlands and opposed to shorter term, flexible and available an independent advisory panel of industry capital? If there is demand, what are acceptable specialists were tasked to consider whether costs of raising such capital and the appropriate there was a gap in the provision of growth return i.e. is dilution of equity acceptable? What capital in the market and whether, and in what evidence would you cite in support of this view? form, further Government intervention could help increase the supply of long term growth capital Q4: If a financing gap exists, is there a range in to SMEs. the size of investments or risk:return profile of investment that is particularly difficult to obtain; The Review was supported by both the at what level is this and why? Department for Business, Innovation and Skills and HM Treasury, with research and analysis Q5: Is there a difference across regions in conducted by both departments. the ease with which SMEs can access the appropriate type of long term growth capital, In the process of gathering evidence to input and if so why? into the review a number of different approaches were taken including: Q6: Is private capital available and willing to be • Consultation with industry and SME invested in SME Growth Capital asset class? experts What would the minimum return expectations be? • An open “call for evidence” • Analysis of finance and SME datasets Q7: Should Government seek to intervene in this • Assessment of SME surveys market, and if so, what are the policy options • Literature review of wider evidence and measures for doing so? Methodology Q8: What would be the appropriate approach to the delivery of any Government interventions for Over the course of the project the review team meeting this objective? met with and gathered the views of over 80 stakeholders, including banks, private equity and venture capitalists; private and institutional Analysis of datasets investors; industry representatives; the academic pH Group was commissioned to undertake and research community; government agencies; a more detailed study into the size and scale regional bodies; and small and medium of the growth capital market and the types of sized businesses and their representative firms that currently benefit from it. Using pH organisations. Group own data, which is based on Companies House data and finance database (Corpfin), pH In addition, an open ‘call for evidence’ for the developed an overall insight into the UK market Review was launched in June 2009 to help gain for growth capital transactions based on existing a full and representative understanding of the growth capital deals. More specifically, this environment for raising finance and likely issues. analysis helped to identify key factors affecting Evidence from 47 respondents helped shape the prevalence of growth capital deals and also the direction of the Review, highlighting key attempted to ascertain whether there currently issues and providing evidence the Review team is a significant gap in the supply of this type of used to help develop its analysis. In the ‘call for capital to SMEs, made more acute by the recent evidence’ stakeholders were asked eight key liquidity crisis. questions: Assessment of SME surveys Q1: Is there is a failure in the supply of long term Although no new survey evidence was finance to support the growth of SMEs? Does commissioned, this review has widely used the suitability of different types of finance vary for evidence from existing BIS surveys like the different categories of business growth? Please Annual Small Business Survey and SME outline your definition of ‘SME’ in this context. Business Barometer surveys, as well as other survey evidence such as the Financing UK SMEs Q2: If there is a failure, what is its scale and survey undertaken by CBR. Evidence was also nature and which type of SMEs does it affect? used from business representative bodies such as the CBI. 28 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 34. Literature review ofwider evidence The review will focus on the following key issues: Further work was undertaken to assess the • Examine the market for investments landscape of existing literature and previous with a return profile below that studies on the existence of and solutions to of Venture Capital/Private Equity finance gaps for UK SMEs. This literature review investors and consider the availability (Annex F) surveyed existing academic research of, and access to, capital of this papers and government or independent nature. evaluations on the following key issues: • Consider the appropriate form of any • the supply-side research on financing gaps intervention in terms of scale, number for UK SMEs of companies, asset class and size of • the demand-side research on financing those companies, sectors and size of gap for UK SMEs investment. • the effectiveness of public interventions in • Consider what infrastructure is the UK required to deliver an effective supply of growth capital including • international comparisons on the research institutional structures/partnerships on financing gap and government with the private sector, skill sets, interventions business models and cost bases in a • a review of ICFC/3i on the delivery of long- cost effective manner for both public term investment capital to UK SMEs and private investors. Summary of Terms of Reference The review will consider whether and in what form further intervention could help increase the supply of long term risk capital to small and medium sized businesses. There is currently insufficient evidence to conclude the target, level or scale of investment required. The review is asked to examine the evidence of market failure, the case for intervention, as well as develop proposals for HMG to consider on the focus, size and scale of any new intervention and the level, if any, of public support required. Market provision of growth finance has, over the last 10 years, been through easily available bank debt on the one hand and highly leveraged equity on the other. However, experience of fundraising immediately after previous recessions shows us that access to longer term risk capital is most difficult as the economy begins to pick up. This is also the time that demand for growth finance will increase significantly. Long term risk finance is often at a level beyond a business’s capacity to borrow on normal commercial terms and is therefore more suitable to equity or debt/ equity funding. Historically, there has been some evidence to suggest that businesses seeking between £250k and £2m may have particular problems attracting equity finance, but further consideration needs to be given to the availability of these levels of debt/equity funding. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 29
- 35. Annex B: SMEs and Economic Growth A dynamic SME sector drives higher By contrast, evidence suggests that the levels of productivity productivity gap with the US is largely down A successful modern economy is characterised to differences in the efficiency with which each by small businesses expanding to become economy uses its labour and capital resources national and global champions: by way of to produce output.24 Improving the supply comparison, 40 per cent more US businesses of growth capital can also be expected to achieve high growth than in the UK.22 The contribute to closing this gap, as increasing UK has made substantial progress in closing capital can lead to an increase in efficiency due its productivity gap with France and Germany to the presence of spillover benefits that may (measured in terms of GDP per worker). Fig. 6 accompany capital investment.25 shows that over the past decade, the UK has narrowed its productivity gap with France and In addition, there is evidence that there are 22. A. Hoffman and M. Germany and kept pace with the performance additional spillover benefits associated with Junge, Documenting Data on High-growth of the US. accessing external finance, and in particular Firms and Entrepreneurs venture capital, which are benefits also likely to across 17 countries, Evidence suggests that the UK underperforms accrue to growth capital. 2006 Europe in terms of its productivity performance • There is evidence that venture capital due to the comparatively low level of capital backing leads to higher rates of innovation, 23. By contrast, evidence suggests that the intensity. Improving the supply of growth capital leading to newer and more productive productivity gap with will make more funds available for investment techniques being introduced to the the USA is largely down in both physical capital, such as machinery, production process.26 to differences in the equipment and buildings, and intangible capital, • Those accessing venture capital also gain efficiency with which such as intellectual property, software, branding through receiving management advice and each economy uses and process improvements. Such investment its labour and capital mentoring from the venture capitalist. This resources to produce will increase the amount of capital available to will benefit firms by providing greater levels output, (known in the each worker, which in turn will facilitate greater of information and advice as to how they economic literature as productivity and lead to higher growth.23 can operate more efficiently and effectively. Total Factor Productivity (TFP), which aims to measure the efficiency Figure 6: UK Productivity Performance 1992-2007 with which the UK uses both labour and capital 140 inputs). GDP per worker Comparison, 1992–2008 24. Known in economic Index, UK = 100 literature as Total Factor 130 Productivity (TFP) 25. A good example of this is investment in 120 computers. Here you may get an immediate benefit to productivity, as the computer may 110 now allow a business to carry out activities faster. However, adoption of computer technology 100 may also lead to a business changing the way that it operates and its underlying processes, 90 leading to additional 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 efficiency benefits which US France Germany UK would be recorded as TFP benefits. Source: ONS 26. S. Kortum and J. Lerner, “Does Venture Capital Spur Innovation?”, Harvard Business School Working Paper 99078 1998. 30 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 36. Weakness in businessinvestment more rapidly felt. Recovery in investment could be considerable given trough to peak growth caused by lack of availability of in the 1990s of over 35% (at constant prices), growth capital may stifle economic although the change in sector weighting over recovery the years away from capital-intensive sectors is likely to have an effect on both the decline and Since 1997, firms have taken on ever increasing recovery. It is important to ensure that there are levels of debt to the point where at the end of as few obstacles as possible to the recovery in 2008 gross and net debt levels are at historical investment in business as the economy begins highs. From Fig. 7, though, it is clear that its recovery. this additional capital has not been used to significantly increase investment, even at a time Data in Fig. 8 shows that plant capacity (since 2003) when record levels of cash have becomes a significant limiting factor to growth been maintained on balance sheet, as business in output as the economy recovers. The issue investment in nominal terms accounts for a is that having reduced capacity during the falling share of GDP. recession, businesses then find ramping up again during recovery is a significant obstacle The 20% drop in investment experienced to to raising output. At the same time, businesses date is consistent with previous recessions. experience an increase need for credit or finance However, as with other indicators, the rate of limiting their output. change in the current recession has been much Figure 7: Ratio of business investment to GDP 120 16 14 100 12 80 10 % GDP % GDP 60 8 6 40 4 20 2 – – 87 988 989 990 991 992 993 994 995 996 997 998 999 000 001 002 003 004 005 006 007 008 19 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 Net debt (LHS) Gross debt (LHS) Investment – current price (RHS) Source: ONS, Budget 2009 Figure 8: Factors limiting output over the next 3 months for small businesses (0-199 employees) 30 25 20 % of respondence 15 10 5 0 80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 n- n- n- n- n- n- n- n- n- n- n- n- n- n- n- Ja Ja Ja Ja Ja Ja Ja Ja Ja Ja Ja Ja Ja Ja Ja Credit or finance Plant capacity Source: CBI survey data The Provision of Growth Capital to UK Small and Medium Sized Enterprises 31
- 37. Annex C: SME Venture Capital Market Sources of equity finance As with venture capital, private equity investors Venture capital describes the making of equity will often look to realise profits on an exit but investments in young companies with strong within reasonably short order, perhaps within potential for growth. Initial funding is often three years. Private equity deals are often highly provided pre-revenue and usually pre-profit. leveraged, where borrowing covers part of Private equity is the term used to describe larger the investment, increasing the possible return levels of investment, typically over £10m that are on equity. As a consequence, many of the targeted at established firms, most often those deals done are large in scale and focus on with a proven track record. management buy outs (MBOs) or management buy-ins (MBIs). Equity finance represents a level of risk and return significantly higher than the majority of Both Venture Capital and Private Equity make bank funding. Investment for high risk activities investments where the returns are sufficiently is structured in a way to give higher prospective high to compensate for the level of risk. Typically, returns to compensate the investor for the higher only a small proportion of the businesses within probability of capital loss. Returns are achieved a portfolio are successful, but those generate by taking a stake in the business whose value such returns that they cover the costs of can be realised at a liquidity event, such as sale to investing in the whole portfolio and generate another investor or flotation. The investing cycle a return. In terms of cost the higher risk of for the majority of early stage venture investors the investment is reflected in the overall higher and funds is three to five years, with the focus on costs to the company of transferring some follow-on investment thereafter. Providers of this ownership to the investor. While venture capital type of finance often focus on a particular sector, can be suitable for funding some types of geography or other category of firms they invest in. growth, especially in very young companies, its characteristics mean that it is not always suitable Business Angel investment or Informal Venture for growth capital where the risk is lower but capital are the terms given to High Net Worth returns are anticipated as more modest. Individuals that actively invest on their own, or as part of a syndicate, in high growth businesses. For larger and ambitious firms seeking a greater In addition to capital, they provide skills and amount of equity finance to expand, there is the experience to the company and take an active opportunity to go public and float on the London role in helping the company achieve their growth Stock Exchanges Alternative Investment Market ambitions. In recent years Business Angels have (AIM). AIM has played an important part in the been significant investors of capital in amounts SME funding ecosystem. It does this in two £10,000 to £750,000 predominately in early- ways; through the provision of initial and follow- stage, pre-revenue ventures.27 Tax incentives on funding and as an exit route for earlier stage appear to have a material effect on encouraging investors, enabling private investors to recycle business angel investing, specifically the their capital. Enterprise Investment Scheme (EIS) and the Venture Capital Trusts (VCTs.)28 Following the boom and bust of 2000 the role of AIM in SME funding grew rapidly, particularly Since their inception in 1995 VCTs have raised the use of the exchange as a source of follow- £3.5 billion. They encourage private investors on funding. After 2000 the total value of capital to subscribe for Funds that invest in UK SMEs, raised fell 68% but in the following 5 years has by offering them tax relief on their investment. increased dramatically. In 2007 total funds raised VCTs have always been restricted as to the size were £16.1bn, 59% of which was follow-on 27. HM Treasury and Small capital. Business Service, of companies and the amounts in which they Bridging the finance can invest but VCT managers have been adept gap: next steps in at finding ways to circumvent these restrictions, However, since 2008 the amount of money improving access to for instance by syndication with other VCTs. raised and liquidity have fallen sharply. Current growth capital for small However, changes introduced in 2007 have market conditions have led to increased businesses, 2003 again focused VCT investment on smaller, uncertainty, significantly lower trading volumes early stage firms. Newly raised VCT capital can and downward pressure on share valuations. 28. R. E. Wiltbank, “Siding only be invested in companies with less than With an intrinsic link between liquidity and the with the Angels: Business angel investing 50 employees and with a limit of £7m of gross cost of capital for companies, AIM reflects at – promising outcomes assets. a broad level the trends of the SME funding and effective strategies”, market over the past 10 years. BBAA and NESTA Research Report, 2009 32 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 38. Figure 9: AIMtrading volumes and values 1998 - 2009 Q2 Recessionary 4,500,000 Effects 80,000 4,000,000 70,000 3,500,000 60,000 Value Invested (£m) 3,000,000 50,000 No. of trades 2,500,000 40,000 2,000,000 30,000 1,500,000 20,000 1,000,000 500,000 10,000 0 0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Q2 Transaction Volume Value Traded Source: London Stock Exchange 2009 – Excludes shell companies Recent growth in unquoted equity Growth in UK private equity and venture capital investment has, in part, been driven by overseas funding has not led to an increase investors coming into the UK, increasing from in the availability of finance for 23% of funds in 1987 to 75% in 2007. small firms, and this trend will be Data supports the observation that SME equity exacerbated by recessionary effects fund raising is especially challenging in the period coming out of recession. The number The aggregate level of UK unquoted equity of firms receiving finance fell after the 1990s investment has seen significant growth, but this recession by 18% and took 10 years to return to growth has not led to the wider availability of pre-recessionary levels. A 1990s scenario would finance to small firms in the past decade. Data forecast 2011 deal volumes to fall by 350 to shows that fund raising has been unproblematic around 1,000 firms per annum. during benign economic conditions but is particularly challenging during and immediately after recession. Between 2001 and 2007 the total value of equity investments increased 168% to £11.9bn. In this period the industry raised 30% more money than it invested.29 In part this reflects the ease of availability of leverage, buoyant economic conditions across many sectors and the greater appetite of institutional investors to allocate capital to the alternative investments asset class within which private equity, venture capital and growth capital reside. 29. HM Treasury and Small The overall asset mix of UK domiciled retail and Business Service, institutional funds has changed in the past 10 Bridging the finance years. There is a broad shift of UK institutional gap: next steps in money both overseas and away from UK public improving access to equities.30 Over this period the alternative asset growth capital for small businesses, 2003 class (within which venture capital and other SME equity investment would fall) has also 30. R. E. Wiltbank, “Siding increased; now accounting for approximately with the Angels: 3% of assets under management in 2007. Business angel investing – promising outcomes and effective strategies”, BBAA and NESTA Research Report, 2009 The Provision of Growth Capital to UK Small and Medium Sized Enterprises 33
- 39. Figure 10: Companiesreceiving equity investment against annual GDP change 1984 - 2007 1,500 6% 5% 1,300 4% No. Companies GDP Change (%) 1,100 3% 900 2% 1% 700 0% 500 -1% 300 -2% 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Number of Companies Annual change in GDP Source: BVCA Investment Activity Reports, ONS Over time, the total value of equity deals has Estimates are that half of fund managers’ time increased, but absolute numbers of UK firms is devoted to tracking down suitable investment receiving equity finance has plateaued. In 2007 opportunities and selecting the most attractive. the number of firms stood at 1,330 compared to With successful fund managers investing larger 1,326 19 years previously. Over the same period funds there are pressures to invest funds quickly. there has been a trend away from growth capital The result is that the same amount of time is investments towards later stage deal types dedicated to identifying a similar number of such as management buyouts and secondary deals but with more capital invested into each. purchase deals between private equity firms.31 At the larger end, the drift to larger deals has been accentuated and sometimes driven by the There has been a steady increase in the number of potential to increase profit by leveraging. private equity and venture capital investors since 1984 but the average number of deals made by Over the long term, growth capital deal volume each equity investor has fallen by half, to 6 deals and value have been in slow decline, a trend per annum. Smaller and less diversified portfolios particularly pronounced since 2003. It is worth have increased the need for comprehensive due noting that, even over the economic cycle, diligence as fund managers seek to manage risk the number of deals per annum has exceeded exposure through detailed analysis rather than 400 since the late 1980s and the median spread across a broader portfolio. exceeds 500 per annum. Indeed data suggests that growth capital deals have not followed Pressure to invest ever larger funds quickly the economic cycle as closely as later stage has contributed towards larger investments. investments such as buyouts. Figure 11: Growth capital deal volume against GDP change 1984 - 2007 900 6% 800 5% 700 4% GDP Change (%) 600 No. of deals 3% 500 2% 400 1% 300 0% 200 100 -1% 0 -2% 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 Number of deals pa Annual change in GDP 31. BVCA Investment Activity Report 2007 Source: BVCA Investment Activity Reports, ONS 34 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 40. Annex D: Balance Sheet Characteristics Balance Sheet characteristics When looking at those SMEs seeking growth capital for restructuring purposes (i.e. those Further analysis of these companies’ balance with declining employee or turnover trends) a sheet characteristics is possible, using a very different pattern is evident. The highest measure of SME financial strength that is based incidence of growth capital deals occurs upon a range of publically held data. However, amongst firms with weaker balance sheets the data shows that demand for growth capital, and decreases as the level of financial strength reflected in the observed deals, is not limited to improves. It is within this group that the those of weaker financial strength but is relatively relationship between financial strength and high across companies in all different financial demand for capital is most evident. This reflects positions. Somewhat fewer deals are entered the fact that where a clear track record of into by those with very strong balance sheets, growth is absent an SME is unlikely to be able to but the value of deals tends to be much larger. secure more traditional types of bank finance. Figure 12: Growth Capital deal incidence relative to balance sheet strength, Growth and Restructuring SMEs (2005-2007) with A strong and E weak Growth SMEs Restructuring SMEs A A B B C C D D E E -100% 0% 100% 200% 300% 400% 500% -100% 0% 100% 200% 300% 400% 500% 100% = normal incidence of deals 100% = normal incidence of deals Source: PH Group 2009 Although data is incomplete for 2008, the trends follow the same pattern. This suggests that there will be continuing demand for growth capital among firms who have demonstrated growth and have good prospects for the future, and those whose balance sheets will mean it is highly unlikely that they can secure bank funding and therefore seek additional sources of capital. There is a need for growth capital amongst fundamentally good SMEs who are looking to restructure their balance sheets post recession. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 35
- 41. Annex E: Existing Government Interventions There is a well established ‘equity gap’ for small draw down European Regional Development firms seeking equity to start up and finance early Funds to fund these - which can be used in growth in the £250k-£2m range. As for growth regional venture capital and loan funds targeted capital, this gap is attributable to structural at that region. These typically invest smaller market failures and the lack of an established amounts than national schemes (between channel to market. Search, due diligence, £250k-£1m) in a wide range of local business monitoring and transaction costs do not vary sectors, not just technology. proportionally with the size of investment, meaning that larger investments (above £2m) The Capital for Enterprise Fund (CfEF) are more commercially attractive to investors.32 supports viable business with equity or mezzanine investment aimed at releasing and Since 1999 the Department for Business sustaining growth and can invest between Innovation and Skills (and its predecessors £200,000 and £2 million where the business has BERR and DTI) has provided some £400m exhausted its borrowing capacity with lenders. into supporting the provision of early stage It is a £75m fund (£50m in Government funds equity to SMEs. This has leveraged around and £25m from the main banks), announced £535m of private capital and is being invested as part of the Real Help Now programme in into businesses in every sector.33 In addition, January 2009 and is distributed through two the Regional Development agencies have fund managers and a small element (£15m) channelled significant European funding into of co-investment. The fund will invest up to similar funds. The main programmes are: March 2010 with £20m held back for follow on investment. Enterprise Capital Fund programme was launched in 2005. This is a rolling programme of The Aspire Fund was launched in November investments into early stage technology-oriented 2008 and acts as a beacon for women’s venture capital funds, many managed by new access to finance. This £25m fund (£12.5m of and emerging fund management teams, typically government funds to be matched by the private investing between £1m - £2m into SMEs. There sector) has a particular focus on women-led are currently 11 ECFs with ranges from £10m businesses with high-growth potential seeking to £30m and with an average fund size of just equity investment of between £100,000 and over £26m. As of November 2009, these funds £2m. total £297.5m with a £196.2m government commitment supported by private investor Research on recipients of BIS equity schemes commitment of £101.3m. £46m has so far been shows that almost 80% of firms receiving invested in 50 companies. funding said that this had helped them to access additional finance or would make them The UK Innovation Investment Fund, more confident to do so from additional funding announced in June 2009, will provide an sources, such as banks. In the absence of additional boost for high growth, high tech support from Government backed funds, 23% businesses struggling to raise equity finance. said they would not have gone ahead with The Government has committed £150m with their growth plans; of those that would have the aim of attracting significant private sector persisted, 71% would have delayed plans and investment into a fund of funds, to invest into 66% reduced their scale. underlying specialist technology venture capital 32. Bridging the Finance funds. The UK Innovation Investment Fund has Recent econometric analysis comparing firms Gap, HMT 2003 the flexibility to make larger investments than that received investment with a matched sample Enterprise Capital Funds, which are restricted to found a positive effect on firm performance. 33. Capital for Enterprise a maximum of £2m. The fund expects to start Productivity tended to increase rapidly upon Ltd., November 2009. making investments in 2010. investment compared with other firms, in a ‘typical’ firm equating to £57,000 (sales per 34. P. Nightingdale, G. Murray et. al, “From Regional Development Agency venture worker) in increased labour productivity. In Funding Gaps to capital funds terms of profitability, firms typically went through Thin Markets: UK In addition to national led funds RDAs operate a ‘j-curve’ pattern of falling profits during Government Support their own venture capital programmes which restructuring followed by strong growth by the for Early Stage Venture sixth year following investment.34 Capital”, BVCA and aim to provide investment for SMEs drawing NESTA Research on European structural funds and tied to wider Report, 2009 economic and regeneration objectives. RDAs 36 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 42. Figure 13: CurrentHMG Risk Capital Interventions National Schemes Products £2m F E A 9 Early Growth Funds - Equity G C D 1 Imperial Low Carbon Seed Fund - Equity 9 University Challenge Seed Funds - Equity Amount Invested (£m) B Enterprise Investment Scheme (tax) - Equity C 1 Capital for Enterprise Fund - Equity and Mezzanine Aspire - Equity £1m D 8 Enterprise Capital Funds - Equity B 1 Community Development Fund - Equity UK IIF - Equity E Venture Capital Trusts (tax) - Equity and Mezzanine A £0m Regional Schemes Products Seed Start up Early stage / Growth F 17 Regional Venture Capital and Loan Funds - Equity and Mezzanine G 9 Regional Venture Capital Funds - Equity Investment Stage 3 JEREMIE - Equity and Mezzanine Current Government interventions have sizes should be at least £50m in order to realise focussed primarily on the equity gap, with the minimum scale effects”.36 Meanwhile, limits majority of funds being limited to investment on the level of investment in any one company of up to £2m although more recent evidence can mean that Government finds its stake in suggests the equity gap may now be higher for that company diluted if and when the firm goes some businesses. Government has not, to date, elsewhere for follow on funding, diluting the focussed explicitly on the provision of growth return that Government can expect to make capital to ‘non-stellar’ established SMEs looking from the investment. While the overall level of all to expand their business. Government interventions to provide risk capital in the equity gap is sufficient to address these Recent assessments of the Government’s risk issues, this support is fragmented into many capital interventions have highlighted a number different funds led both centrally and regionally, of areas for further improvement which should often with slightly differing objectives and criteria, be reflected in the design of a new growth which individually may not deliver optimum capital intervention.35 In the first place, existing support to SMEs or maximise the prospects of a interventions very often lack scale, with some return on investments made. funds as small as £2.5m in size and most funds £30m or less. Secondly, there are restrictions “[Government should] Create a in the amount that can be invested in any one enterprise, driven either by State Aid rules or more connected environment in the prudence – ensuring that the fund is not overly market place to enable businesses exposed to any one firm. Thirdly, the landscape to access the relevant sources of of publicly supported risk-capital is fragmented, finance according to growth stage with varying objectives for different central- Government and RDA led funds. [and] overcome the current fragmented approach to these funds.” – Fund For SMEs, the impact of these factors combined Manager, Regional Private Equity Firm is that they perceive artificial barriers between successive rounds of funding which are costly and disruptive to overcome. Successful SMEs may be restricted in their ability to access the capital they need to build further on the progress they have made thanks to the initial Government backed investment, meaning that they are unable to exploit their full potential. Even if they are able to access further funding elsewhere, management time and effort which could have been spent on growing the business may be diverted towards looking for new investors. 35. NESTA (2009) “From Funding Gaps to For Government, the impact of these factors Thin Markets: UK combined can mean below average returns on Government Support for Early Stage Venture investments. This is because commentators now Capital”. agree that to be able to diversify risk adequately by holding a sufficiently large portfolio of 36. NESTA (2009) “From investments, funds should of a sufficient size. Funding Gaps to Research by NESTA suggests “small early- Thin Markets: UK stage funds (circa £20m) are vulnerable to Government Support commercial failure. It is suggested that VC fund for Early Stage Venture Capital”. The Provision of Growth Capital to UK Small and Medium Sized Enterprises 37
- 43. Annex F: Executive Summary of the Literature Review and History of 3i Key Findings • For most of the UK public initiatives, it is too early to draw any conclusions • Whilst many studies have focused on the regarding their effectiveness in closing the provision of capital to SMEs at innovation equity gap. or early stages, studies on the provision of • Most early-stage or ex-ante evaluations long-term growth or development capital are positive. However there are large to SMEs are scarce. scopes for improvement. • There are sufficient empirical supports for • Similar to UK studies, difficulties in access the existence of the Macmillan gap, or the to finance in other countries also pose a equity gap in the provision of equity type major problem for SME development and investment capital for SMEs in the UK. have significant (and possibly negative) • The UK private equity industry is impact on firm performance. increasingly biased towards larger, later- • The review investigates the evaluations stage deals with absolute investments in on government interventions in the US, early and growth stage firms remained European Union, Germany, Finland, constantly low. Australia and Scotland. Similar to UK • The current economic recession suggests interventions, they contribute to the that the problem of insufficient equity improvement in access to credit for SMEs. at the lower end of the capital market However further enhancement is called for could be prolonged until VCs can raise and the successful story of one country funds themselves. Moreover, institutional may not apply to other countries. fund raising, new early stage deals and • If there is a Macmillan gap, ICFC/3i exits are all adversely affected by current had at least played an important role uncertainties over company valuation. in attempting to fill it. 3i has gradually • There are mainly two methodologies in shifted away from its initial focus on assessing the existence and the size of small businesses to the larger and more the financing gap. Survey methods are commercially viable MBOs/MBIs. more commonly used but may not be statistically robust and may be subjective Introduction to survivorship bias. Regression analysis may be more robust but has higher data This literature review provides a systematic requirements and the method is more survey of the literature and previous studies computationally complex. regarding the existence of and solutions to finance gaps for UK SMEs. A finance gap is • Information gap is the main reason that defined as ‘where the funding requirements of causes the financing gap as it results in a company are greater than those that can be credit rationing by investors in SMEs. met by the small scale providers of finance, but • The provision of investment capital to not substantially enough to be considered by the SMEs also tends to bias towards certain large (…) providers’. It can refer to the provision regions in the UK and some specific of equity, debt or mezzanine debt (quasi-equity). sectors. The aim of this review is to ensure a broad • Demand-side research on equity understanding of the sources of information, gap raises questions on whether the the data analysis that has been done in the past characteristics of the firm are investment- and the various conclusions drawn and the ready enough. Regardless of the empirical implications for further studies or data collection. results found, it is now widely realised that investment readiness is a key area of improvement in closing the equity gap in SME financing. • Government interventions have important roles in facilitating SMEs’ access to private financing. However they usually take with them political objectives other than commercial objectives. 38 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 44. The Focus won’t pick up until VCs can raise funds themselves. Moreover, institutional fund raising, This literature review surveys existing new early stage deals and exits are all adversely academic research papers and government or affected by current uncertainties over company independent evaluations on the following key valuation. issues: • the supply-side research on financing gaps It is found that the provision of investment for UK SMEs capital to SMEs tends to bias towards certain • the demand-side research on financing regions such as London and south east and gap for UK SMEs sectors requiring high capital inputs or complex R&D such as high-technology firms. • the effectiveness of public interventions in the UK 2. DEMAND-SIDE RESEARCH ON • international comparisons on the research FINANCING GAP FOR UK SMES on financing gap and government The demand-side equity gap is mainly interventions represented by limited understanding of equity • a review of ICFC/3i on the delivery of long- instruments, poor quality and presentation term investment capital to UK SMEs of business plans and reluctance to cede control reduce the attractiveness of SMEs to The Findings formal equity financing, all of which make SME entrepreneurs not investment ready. Literature 1. SUPPLY-SIDE RESEARCH ON suggests an effective intervention designed to FINANCING GAPS FOR UK SMES improve investment readiness should consist of: Using both survey and regression analyses, • information seminar there appears to be an underprovision of equity capital to UK SMEs between the amount • investment readiness review of £250,000 and £2 million, between the • investment readiness development investments provided by the more informal, programme packaged finance structures and the formal • investment readiness presentational review venture capital market which is dominated by • investment networking MBOs and MBIs. For some businesses the upper bound of the gap may extend to up Besides investment readiness, it is found that to £15 million. However an evaluation of the SMEs can have better access to finance if the difficulty of SMEs in access to general finance, firm: especially debt and mezzanine debt, suggests that access to finance is not a barrier for most • can provide high-quality collateral SMEs. • has good business plan • has good track record Whilst the majority of research is focused on • is managed by experienced and high- start-up and early-stage SMEs, studies on the quality entrepreneurs provision of growth capital have found access to long-term and sustainable finance does propose • has good product and market perspective a major obstacle for firm development. DTI first introduced the concept of ‘non-stellar’ gap Other than the above factors, entrepreneurs’ which means the underprovision of ‘additional’ perception of ownership and non-commercial or follow-on financing to support future growth. objectives also prevents them from seeking Limited evidence suggests that 5% of all SMEs, equity finance. In many cases, entrepreneurs will mainly high-tech firms, are in need of such willingly sacrifice potential growth for assured equity funding and a further 30% of all SMEs autonomy or in favour of other important with no need for external finance may be targets non-financial gains even if the decision is sub- for other forms of growth capital. optimal. The agent theory suggests that the information 3. EFFECTIVENESS OF PUBLIC asymmetries between investors and INTERVENTIONS IN THE UK entrepreneurs are the major reason for equity Government intervenes in the capital market gap and subsequently the market failure in to provide fundings for SMEs mainly because the lower end of the market. Government of their importance to the national economy interventions should aim at removing such such as job creation and also to bridge the gap information gap by the dissemination of between investors and entrepreneurs which information on both supply- and demand-side. causes market failure. The existence of funding gap may affect the performance of firms especially in time of financial crisis. The current economic recession reduced the availability of external finance in general. The market for early-stage financing The Provision of Growth Capital to UK Small and Medium Sized Enterprises 39
- 45. Current public initiativescan be divided into the A survey on the evaluations of existing following categories: government interventions for the US and major • debt finance (SFLG) developed countries is undertaken and the results are broadly similar to the UK. Most • tax incentives (EIS and VCT) schemes seem to be successful in meeting • public-private hybrid funds (RVCFs) their policy objectives to improve access to • technology funds (High-tech Fund of credit for SMEs however this is usually achieved Funds, University Challenge Fund) by sacrificing the economic objectives on • access to finance in disadvantaged areas performance. Sometimes the profitability goal (Bridges Community Development Venture set for the schemes has become a major Fund, community investment tax relief) barrier to them fulfilling their policy goals. An international comparison has significant For most of the UK public initiatives, it is too implications for the design of future interventions early to draw any conclusions regarding their in the UK. First, schemes using debt finance effectiveness in closing the equity gap. However (e.g. SBIC Debenture Programme) yield better it is clear from most early-stage or ex-ante performance than equity schemes in general. evaluations that the existing interventions have Second, long-term of continuous commitment gone some way towards satisfying their long- of public initiatives is strongly recommended. term objectives, in providing SMEs with finance Third, possible distorting effect to the market by otherwise would not have been invested by government-backed schemes means there is a those same investors in the absence of the large scope for further improvement. Last but schemes. However there are large scopes not least, the successful story of one country for improvement such as a better targeted may not apply to other countries. investment, less distortion to the private market and a more efficient information flow between 5. LESSONS FROM ICFC/3i investors and entrepreneurs. ICFC and later 3i were designed to fill the equity gap. Its unique business model which has Recommendations or experiences drawn from contrived to satisfy the general demand of SMEs previous evaluations include: for permanent and long-term capital without • more focus on long-term commitment and sacrificing the investee firms’ ownership as well follow-on financing as the need to reward its own shareholder’s capital, still has far-reaching implications today in • addressing the problem of capital under- the design of future public initiatives. provision from both supply- and demand- side perspectives Besides the mezzanine-typed instrument • larger-sized funds to provide follow-on ICFC/3i adopted in investing in SMEs, ICFC/3i’s finance, to exploit economy of scale and fundamental differences from the traditional diversification, and to lower the costs of venture capitalists may also shed some lights on funding the design of future interventions. The returns on • exploring alternative investment vehicles 3i’s investment capital, although modest, proved such as mezzanine-typed instruments to be commercially acceptable over a much longer period than venture capital. Moreover, 4. INTERNATIONAL COMPARISONS it enabled 3i to maintain its commitment to the It has been internationally recognised that provision of long-term and permanent capital to SMEs have become an increasingly important SMEs and add significant value to the economy component of economic development. Both as a whole. academic and government studies show that in both US and Europe, SMEs are vital for future job creation. However this positive externality cannot be achieved if SMEs are unable to get access to the financing for innovation and growing. Although possibly different in magnitude, difficulties for SMEs in getting access to risk capital, or equity gaps, have been identified in the rest of the world as the case in the United Kingdom. Access to general finance such as debt is unlikely a major barrier for SME financing in most countries. However it has been reported that financing gaps (in general) are more pervasive in emerging markets than in developed countries. 40 The Provision of Growth Capital to UK Small and Medium Sized Enterprises
- 46. This review, ledby venture capitalist Chris Rowlands, aims to examine the market for growth capital available to UK small and medium sized enterprises. Combining evidence from interviews and quantitative analysis, it examines how effectively the markets for bank and venture capital finance supply the need for growth capital, and how government might intervene to ensure that UK companies with the potential to grow have the finance they need. Chris Rowlands has said: “The basic question of adequacy of access to capital for SMEs is not a new one and a conclusion of a market gap in provision is unlikely to be controversial. However, the Government was right to ask for an urgent update of the analysis and arguments. Our economy cannot afford the dynamic SME segment to be constrained in its growth and competitiveness, especially with recovery ahead.” ISBN 978-0-11-515525-3 9 780115 155253 www.tso.co.uk