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Fundraisings, Acquisitions and Valuations

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How does Beauhurst find unannounced fundraisings?

We monitor thousands of online sources to identify announced equity investments, but unannounced fundraisings make up over 50% of all UK fundraisings, so we have developed a clever system that detects them. The top-level process is the following:

  1. We monitor all share allotment forms filed with Companies House in the UK.

  2. An algorithm decides whether any of those looks like it contains genuine investment.

  3. A human analyst investigates whether the algorithm correctly identified genuine investment.

Our system scours share allotment forms daily and identifies c.95% of the forms containing investment. But identifying genuine investment is only half the work, we still need to decide how to interpret the data.

When linking announced fundraisings with share allotment forms (say, to calculate valuation), we can match the forms with details in an announcement, including date and announced invested amounts. But where we're dealing with unannounced fundraisings, we need to make harder choices about which share allotment forms are part of the same investment round, and which date we ought to choose as the date of the deal.

How does Beauhurst calculate valuation data?

We use the data in share allotment forms filed with Companies House to calculate valuation. To get the post-money valuation we multiply the price paid for each share issued in a fundraising by the total number of shares in the company. To get the pre-money valuation we subtract from the post-money valuation the amount of investment received on this particular round.

But many factors complicate matters, including:

  • Huge numbers of share allotment forms makes the above calculation difficult

  • Share allotment forms may be attached to other companies in complex or multi-layered corporate structures

  • Share allotment forms are often filled out incorrectly

  • Certain shares (e.g. deferred shares) can cause a valuation to be nonsensical i.e. in the trillions

  • Shares could be consolidated or split during a fundraising, altering the total number of shares

  • Shares may be issued as part of an option scheme not investment

In the simplest possible case, and if we've resolved all the problems discussed above, we set our valuation confidence as 'High'.

We put our confidence as either 'Medium' or 'Low' when we haven't been able to resolve some of the problems above and/or any of the following arise:

  • Several shares, each paid at a different price and with different rights

  • The verified amount (i.e. the amount present in share allotment forms) differs greatly from the announced amount

  • The stake taken in the company is unusually high (i.e. above 60%)

  • The valuation seems anomalous compared with companies in the same sector and stage

If your work only requires you to have ballpark figures (perhaps because you are researching a certain sector rather than individual companies), then including Medium- and Low-confidence valuations is probably the right course of action; but if you need very precise figures, you should only be relying on High-confidence valuations.

How is the 'amount raised' field calculated?

This field is calculated using either our announced sources or our verified sources (i.e. share allotment forms), depending on what data is available. If there are two amounts for the fundraising total, we will prioritise the announced amount over the verified amount.

If there are no amounts raised i.e. the field is blank, this will be because there is no available data on the total fundraising amount; this means no fundraising amount has been stated in the press and no related share allotment forms have been filed to Companies House yet.

How comprehensive is Beauhurst's M&A data?

We provide comprehensive coverage of mergers, acquisitions, and private equity buyouts announced in the press from 2011 onwards across the UK and Germany.

We class an acquisition as a deal where a majority stake is acquired by another company or fund. This includes:

  • Companies in the UK or Germany being acquired

  • Companies from these countries acquiring others

  • Private equity firms buying a majority stake (i.e. PE Buyouts) of UK or German businesses

When adding M&A data, we always collect at a minimum the date of the event and the names of the buyer and seller. We may also include details of the deal amount, consideration type, stake taken, company valuation, and advisors when this information is available; however, these data points are rarely disclosed.

When a business undergoes an acquisition, if they have remained autonomous (i.e. not been absorbed into the acquirer and still has an independent brand and operations) we will continue adding events post-acquisition, including equity raises, further acquisitions and other signals.

What research does Beauhurst do on acquisitions?

When we research an acquisition, we try to calculate the following data points:

  • Consideration paid

  • Consideration type(s)

  • Company valuation

  • Earnout

  • Percentage stake sold

Consideration paid is the value of the consideration that has been handed over (or will be handed over) to the shareholders of the acquired company who have sold their shares. Consideration paid includes both consideration paid upfront and deferred, but excludes any earnout, if there is an earnout component.

Consideration types comprise 'cash', 'shares' (typically shares in the acquiring company), 'deferred consideration' (when consideration of some kind is guaranteed to be handed over at a future point in time, not contingent on any metrics being hit) and 'other consideration types' (typically options or warrants, or other sorts of financial contracts).

Company valuation refers to the valuation of 100% of the issued share capital of the acquired company. Where the percentage stake sold is 100%, the consideration paid and the company valuation are identical.

Earnout is a contingent part of an acquisition payment, dependent on the future performance of the acquired company. Unlike the initial or deferred consideration (paid at or after acquisition) the actual earnout paid to exiting shareholders depends on meeting specific conditions, usually financial targets. The announced earnout at the time of acquisition is only an estimate and may change based on actual outcomes. Beauhurst analysts record only the initial estimate.

Percentage stake sold is the percentage of the issued share capital of the acquired company that has been sold to the acquiring company. Beauhurst does not currently research 'asset sales', where what is sold is assets of a company (like intellectual property) rather than shares.

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