EOT: Optagon Group becomes employee owned

Optagon Group, a dedicated online specialist in the handling and distribution of flat roofing materials to both trade and DIY markets, is now majority owned by its 50-strong workforce, under the Employee Ownership Trust (EOT) model. Employee-owned corporate finance advisor BCMS supported the shareholders and senior team throughout the transaction.

“We had an offer from a large organisation who wished to buy the business, but we want our company to be in charge of its own destiny” – Tom and Tina Cullingford, founders, Optagon

First established in 2010, and based in Coventry, Optagon owns and operates a growing family of successful brands. These include Rubber4roofs, the UK’s leading online EPDM specialist, Roof Depot, which specialises in the supply of a wide variety of modern flat roofing skylights, SkyGuard, a DIY-friendly roof-kit system for sheds and outdoor buildings, and Kitbuildr, a flat-roof configurator used to calculate requirements for the majority of flat roofing systems in the UK. 2023 has been the company’s most successful year to date.

Optagon has established a nationwide presence. The group is able to ship to anywhere in the UK and offers drop-ship services for other online retailers through its national distribution network. Optagon has long adopted a digital-first approach: alongside a library of acclaimed ‘how-to’ installation videos – which have in total received many millions of views online – the business provides complimentary software for customers, and certified training to roofing professionals.

These innovative, value-added services have contributed to the business receiving a Gold Trusted Service award in 2023 from verified review provider Feefo.

Offer from a trade buyer

Founders of Optagon Tom and Tina Cullingford explained why they took the decision to sell Optagon to the staff: “It takes a lot of hard work and determination to build a company, and it takes a Great Team to build a great business. We were approached earlier in the year by a large organisation that wanted to buy the business, which got us thinking. It was an amazing offer, but we turned them down because we want our company to be in charge of its own destiny.

“We believe the best way to achieve that is to involve every single member of staff in how Optagon is run. This is a terrific business – 2023 has been our best-ever year – and we wanted all staff to benefit from that success as we continue to grow, together. We’re incredibly excited at the huge opportunity this represents. This is going to be business as usual, only better.”

“The fact that BCMS is employee-owned business was such a bonus. Not only do they understand the technicalities of an EOT, they know exactly how it feels to make the transition” – Tom and Tina Cullingford

Tom Cullingford will stay on as Managing Director, as part of a senior leadership team running the company day to day. He will be joined on the board of the business by two newly appointed legal Directors, General Manager Antony Murray and Finance Director Zoe George.

Antony Murray added: “We were surprised and excited when Tom and Tina first mentioned the idea of transferring ownership of the business to the whole team. It’s a huge compliment to us all here, and the business we have built together. It will be a steep learning curve, but we feel lucky to be part of such a forward-thinking, innovative organisation. All 50 of us now have a meaningful stake in Optagon’s ongoing success.”

About Employee Ownership Trusts (EOTs)

Optagon is now majority owned by its qualifying employees under the EOT model – a government initiative, whereby a majority shareholding in a company is held for the benefit of all employees. Optagon joins a growing number of businesses in becoming employee-owned: according to statistics from the Employee Ownership Association (EOA), the number of UK employee-owned businesses grew over 37% in 2023. The EOA also points to research that co-owned companies tend to be more successful, competitive, profitable and sustainable.

Any EOT requires compliance with HMRC regulations, and must be approved by HMRC. Accordingly, alongside BCMS, Optagon was advised on the move by specialist lawyers Cooper Cavendish, and independent tax advisory Jupp Consulting.

Tom and Tina said: “Our advisors worked seamlessly together to bring the valuation, HMRC approval and communication process in on time. Their professionalism and patience in guiding us through this hugely significant period in the company journey is a testament to their expertise in EOT transactions.”

Commenting on BCMS’ role specifically, Tom and Tina added: “We’d like to thank the BCMS team – Jonathan Dunn, Sarah Bates, Jaydon Softly and Mark Bentley – for their guidance and support in making the transition to employee ownership as smooth as possible. Their people-first approach, hands-on assistance and expertise in multiple aspects, from valuation to communication, were invaluable. Crucially, having BCMS on board allowed the senior team to get on with running the business, and not be distracted by the demands of the deal.”

“The fact that BCMS is itself an employee-owned business was such a bonus. Not only do they understand the technicalities of an EOT transaction, they know exactly how it feels to make the transition to employee ownership. They even made the process enjoyable – no mean feat!”

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