1
00:00:00,270 --> 00:00:03,930
It's pretty straightforward.

2
00:00:04,070 --> 00:00:10,234
So yeah, if you can start by telling me who you are and a bit about your business.

3
00:00:10,353 --> 00:00:11,513
Yeah, sure.

4
00:00:11,513 --> 00:00:14,153
So Richard Simpson from Tabern.

5
00:00:14,833 --> 00:00:19,033
So I started Offlife.

6
00:00:20,273 --> 00:00:25,993
I'm very lucky, I guess, when I was 16, I knew I always wanted to run my own creative
agency.

7
00:00:25,993 --> 00:00:38,173
the route to that was a little circuitous via selling media space in London for a big
publisher and then eventually getting my break with a global brand consultancy.

8
00:00:38,173 --> 00:00:40,383
So I joined Tabern in 2008.

9
00:00:40,817 --> 00:00:52,797
I'm very much in a sales role because I found that background experience of sales helped
me kind of get access to conversations and opportunities that I wouldn't otherwise have

10
00:00:52,797 --> 00:00:53,677
had.

11
00:00:54,497 --> 00:01:02,877
know, Taber is very much a design business founded in 1979.

12
00:01:04,377 --> 00:01:07,837
So graphic design primarily, but then, you know,

13
00:01:08,281 --> 00:01:11,782
the marketing communications landscape has evolved.

14
00:01:11,823 --> 00:01:13,534
It's taken on new flavors of design.

15
00:01:13,534 --> 00:01:30,112
We've looked at digital and I guess really our specialism these days has been known for
branding and building brands, all shapes and sizes from startups through to charities and

16
00:01:30,112 --> 00:01:32,233
some big corporates in many cases as

17
00:01:32,494 --> 00:01:34,974
So yeah, it's got a long history.

18
00:01:34,974 --> 00:01:37,534
It's got some staying power.

19
00:01:38,634 --> 00:01:43,314
Yeah, and a nice sort of Scottish legacy as well.

20
00:01:44,674 --> 00:01:54,984
So from a sort of ownership perspective, like you joined in a new biz role, at what point
did you kind of take equity in the business?

21
00:01:55,333 --> 00:02:02,617
Yeah, well, prior to that, well, I suppose before I say that, I mean, I think because it's
always been independent.

22
00:02:02,617 --> 00:02:12,963
There's a belief that, I mean, our founder was a guy called Eric Davidson, who built the
agency up into, you know, I'm very grateful to him for all that he's done in terms of

23
00:02:12,963 --> 00:02:14,303
awareness.

24
00:02:15,885 --> 00:02:22,228
And so he had a belief that the people, directors that worked in the business should own
the business.

25
00:02:22,228 --> 00:02:24,143
having that sort of pathway.

26
00:02:24,143 --> 00:02:28,327
and succession opportunity was something that he was always very supportive of.

27
00:02:28,327 --> 00:02:41,148
think the other thing that was true was that a former colleague who was managing director
when I joined was aware that I'd had opportunities in a previous role.

28
00:02:41,148 --> 00:02:47,233
And so he was very supportive about giving me the opportunity through options initially,
which were then converted into equity.

29
00:02:47,414 --> 00:02:51,136
And then I guess as the business had sort of various changes.

30
00:02:51,761 --> 00:03:01,229
I had the opportunity to increase that shareholding over a period from about 2010 to about
2014, 2015.

31
00:03:01,230 --> 00:03:07,292
Okay, and how did your role develop from when you joined to now?

32
00:03:07,481 --> 00:03:18,467
Yeah, it's a funny one actually because it sort of develops the regress because I'm really
good at drinking coffee and eating lunch.

33
00:03:18,467 --> 00:03:24,930
you know, I've sort of made a career out of attending the opening of a bag of crisps as
well.

34
00:03:25,471 --> 00:03:27,952
you know, that's pretty much what I started.

35
00:03:28,493 --> 00:03:29,213
I

36
00:03:38,670 --> 00:03:41,610
we have cut out.

37
00:03:44,046 --> 00:03:45,066
to do.

38
00:04:07,150 --> 00:04:08,930
Thank you.

39
00:05:07,882 --> 00:05:08,615
No.

40
00:05:09,622 --> 00:05:10,802
hello, get back.

41
00:05:12,677 --> 00:05:14,321
I'm so sorry about that.

42
00:05:14,321 --> 00:05:17,419
My wifi looked like it was okay.

43
00:05:17,419 --> 00:05:19,203
I'm just going to tether for my phone and feel better.

44
00:05:19,203 --> 00:05:20,475
I'm so sorry.

45
00:05:22,254 --> 00:05:22,994
No, that's fine.

46
00:05:22,994 --> 00:05:24,398
No, no, no, no problem.

47
00:05:26,901 --> 00:05:29,182
Can you hear me okay and is it?

48
00:05:29,742 --> 00:05:31,222
Yeah, I can hear you fine.

49
00:05:31,222 --> 00:05:37,382
So the way Riverside works is it records locally and then uploads it.

50
00:05:37,382 --> 00:05:44,202
So any sort of interference we get when we're recording won't come through on the final
thing.

51
00:05:47,438 --> 00:05:51,698
but it does use quite a lot of bandwidth because of that.

52
00:05:58,379 --> 00:05:59,793
I'm just, I'm tethering off my phone.

53
00:05:59,793 --> 00:06:01,659
I've got, I've got a better signal with that.

54
00:06:01,659 --> 00:06:02,050
Yeah.

55
00:06:02,050 --> 00:06:02,843
So that's okay.

56
00:06:02,843 --> 00:06:03,654
Yeah.

57
00:06:05,646 --> 00:06:07,466
Yeah, okay.

58
00:06:08,706 --> 00:06:13,626
Cool, I was just asking you about the evolution of your role.

59
00:06:14,786 --> 00:06:17,806
And I guess, yeah, I guess, yeah.

60
00:06:18,446 --> 00:06:29,491
and then I think with that, you know, it just comes a bit more responsibility,
particularly as you increase your ownership, you get more involved in other facets of the

61
00:06:29,491 --> 00:06:30,351
business.

62
00:06:30,351 --> 00:06:36,534
Typically four areas, clients, people, money, and then of course new business as well.

63
00:06:36,534 --> 00:06:39,275
So over

64
00:06:40,383 --> 00:06:41,564
sort of migrated to that.

65
00:06:41,564 --> 00:06:52,741
And I suppose this has been one of the exciting things about this new future is there's a
chance for me now to focus on the areas that I really enjoy doing, that I love doing, that

66
00:06:52,741 --> 00:06:59,515
actually the business needs, which is going back to having more coffee and lunch with
people.

67
00:06:59,790 --> 00:07:00,250
Great.

68
00:07:00,250 --> 00:07:01,840
I mean, yeah, keep it up.

69
00:07:01,840 --> 00:07:03,150
Sounds good.

70
00:07:03,350 --> 00:07:07,630
So from, again, from a sort of ownership perspective, you increased your equity.

71
00:07:07,630 --> 00:07:14,641
What other directors were there in the business at the point you came to do the deal?

72
00:07:14,641 --> 00:07:19,192
So we, had an external shareholder who were looking to divest.

73
00:07:19,192 --> 00:07:22,893
And so we had a term loan to buy them out.

74
00:07:23,073 --> 00:07:27,415
I had another four colleagues as well.

75
00:07:27,415 --> 00:07:30,554
One of them was set to retire, RFD, of many, many years.

76
00:07:30,554 --> 00:07:32,196
He goes back to RXT.

77
00:07:33,236 --> 00:07:42,329
There was another director who was responsible for an area of business that again, we were
moving away from just changes in the marketplace and dictated that.

78
00:07:42,329 --> 00:07:43,119
he wanted

79
00:07:44,363 --> 00:07:46,863
continue that on his own.

80
00:07:47,023 --> 00:07:53,663
And so there were three of us left, really, managing director, creative director, and a
mere sales director.

81
00:07:53,663 --> 00:07:58,603
And the intention was for us to go forward.

82
00:07:58,603 --> 00:08:01,363
So this is around about 2014, 2015.

83
00:08:01,683 --> 00:08:05,273
Unfortunately, the managing director the time became unwell.

84
00:08:05,273 --> 00:08:13,611
And so he had to, he had to leave the business, which was, was, you know, very, very
difficult for everyone, actually, you

85
00:08:13,611 --> 00:08:19,891
obviously for him, but then for us as well in terms of how we sort of manage that
succession.

86
00:08:19,891 --> 00:08:31,271
And at a time where we had been buying out quite a lot of directors and servicing a term
loan and trying to transition the business at that point away into more of digital future,

87
00:08:31,271 --> 00:08:33,851
which is where the market was very much headed.

88
00:08:33,851 --> 00:08:35,661
It was quite a tricky spell.

89
00:08:35,661 --> 00:08:38,011
mean, that was 10 years ago.

90
00:08:51,406 --> 00:08:53,086
I lost you at the end there.

91
00:08:54,420 --> 00:08:55,302
Did you?

92
00:08:55,598 --> 00:08:57,858
Yeah, that's all right.

93
00:08:57,938 --> 00:09:00,838
I can edit that out.

94
00:09:00,878 --> 00:09:03,358
As in, it will still be on there.

95
00:09:06,830 --> 00:09:18,008
What was it like making these decisions and managing the business day to day with that
many stakeholders?

96
00:09:18,719 --> 00:09:19,872
Yeah, I

97
00:09:21,693 --> 00:09:25,284
It was, it was, it was okay.

98
00:09:25,284 --> 00:09:34,678
mean, it was, it's an, it's an interesting one because in some ways there was really good
bench strength because there was some very senior people with real expertise in particular

99
00:09:34,678 --> 00:09:35,648
areas.

100
00:09:36,509 --> 00:09:41,971
but then naturally there would be conflicting views in terms of direction.

101
00:09:42,411 --> 00:09:49,534
And so, you know, there was maybe a bias towards more brand strategy.

102
00:09:50,115 --> 00:09:53,877
one area there was maybe a bias towards more creativity and another.

103
00:09:56,019 --> 00:10:01,302
So you know sometimes there was an element

104
00:10:06,733 --> 00:10:17,712
trying to find the most effective way to ensure everyone had a voice, actually without not
having a clear direction.

105
00:10:17,712 --> 00:10:23,136
So I think we were able to, that's one thing we've always been able to do.

106
00:10:23,136 --> 00:10:29,571
We've been very collegiate actually in terms of our decision -making and supportive of
these different views.

107
00:10:29,611 --> 00:10:33,574
And then in recent times when it has just been Malcolm and I,

108
00:10:34,631 --> 00:10:44,536
I know that we've sometimes looked back going, wasn't it good when we had that grey
-haired experience around the table?

109
00:10:44,917 --> 00:10:55,112
And I guess that's one of the benefits we've got now with this new future is there's good
bench strength and there's some people who have worked in the industry and in the business

110
00:10:55,112 --> 00:10:57,623
for a long time that we can draw

111
00:10:59,918 --> 00:11:02,938
Okay, so the decision to...

112
00:11:02,938 --> 00:11:05,798
Well, was it a merger or was it a sale?

113
00:11:05,798 --> 00:11:09,938
What was the actual sort of structure of the deal?

114
00:11:10,505 --> 00:11:12,146
Yeah, it's a great question.

115
00:11:12,146 --> 00:11:14,457
So technically it's an acquisition.

116
00:11:14,638 --> 00:11:19,501
mean, this is the first time I've done this and I know more about these things than I do.

117
00:11:19,501 --> 00:11:31,199
But I believe that a true merger is not as common or not as prevalent as disposals and
acquisitions and so forth.

118
00:11:31,199 --> 00:11:39,415
So the intention had been to join forces and it was a throwaway comment over a burger with
David.

119
00:11:39,711 --> 00:11:41,402
which is literally, why don't we work together?

120
00:11:41,402 --> 00:11:44,393
And I was like, gosh, why don't we?

121
00:11:44,393 --> 00:11:46,254
That's blindingly obvious.

122
00:11:47,855 --> 00:11:52,877
But then you get into the nuts and bolts of how does this actually work?

123
00:11:52,877 --> 00:11:58,199
And as it transpired, they were a little bit bigger with us, no, sorry, a little bit
bigger than us.

124
00:11:59,219 --> 00:12:02,901
They had more reserves than we did.

125
00:12:03,561 --> 00:12:06,542
We're still well capitalized, to be clear, but they've...

126
00:12:08,501 --> 00:12:15,993
David had built up a very strong balance sheet over a number of years.

127
00:12:15,993 --> 00:12:21,155
so actually it made sense for Lewis to acquire Tayburn.

128
00:12:21,155 --> 00:12:33,679
But what happened was that a limited company was set up and that company wholly owns
Lewis, Tayburn, and then we have another agency, Always Real as

129
00:12:36,846 --> 00:12:37,356
Okay.

130
00:12:37,356 --> 00:12:50,238
So, and I guess just taking a step back from that, where did the decision come from or how
did you make the decision to go for a sale or explore a merger?

131
00:12:50,727 --> 00:12:51,207
Yeah.

132
00:12:51,207 --> 00:12:55,247
I think it's a combination of things.

133
00:12:55,247 --> 00:13:06,747
mean, think, you know, we were very much on an upward growth trajectory around 2019, 2020.

134
00:13:07,007 --> 00:13:10,007
And then the world changed and it changed for a lot of people.

135
00:13:10,007 --> 00:13:15,027
And we did really well to weather the storm and then actually we bounced back pretty
quickly.

136
00:13:15,907 --> 00:13:18,013
But it felt

137
00:13:18,045 --> 00:13:19,796
in some ways, right?

138
00:13:20,036 --> 00:13:22,878
You know, how are we going to kick on from here?

139
00:13:23,699 --> 00:13:31,063
And, you know, it felt like we needed some kind of change.

140
00:13:31,063 --> 00:13:36,826
We had a very good chairman in our business a number of years ago, was a sapient guy
called Mike Reed.

141
00:13:37,287 --> 00:13:39,288
And he talked about waves.

142
00:13:39,288 --> 00:13:43,551
And that was one of the successes that Sapient had prior to their sale to

143
00:13:44,191 --> 00:13:48,104
They rode away from them, but they coined the term digital transformation long before.

144
00:13:48,104 --> 00:13:52,457
mean, I know it's very common these days, but they coined that long before anyone else
did.

145
00:13:52,457 --> 00:13:54,278
So they had that, that wave.

146
00:13:54,278 --> 00:13:56,980
And I think we felt that we needed to try and find a way.

147
00:13:56,980 --> 00:14:00,022
So it was, you do we get some investment in?

148
00:14:00,022 --> 00:14:04,725
we, you know, what, what, what, are the, what are the options?

149
00:14:04,825 --> 00:14:13,851
And then, David Lewis and I, had been working with our, our business coach, independently
off each

150
00:14:14,571 --> 00:14:16,682
But we were connected through him.

151
00:14:16,682 --> 00:14:25,654
We knew David for years because obviously it's a fairly small industry and we'd actually
worked together on a number of clients back in the day as well.

152
00:14:26,515 --> 00:14:29,236
not so much with Lost Touch, we just hadn't seen each other for ages.

153
00:14:29,236 --> 00:14:32,036
So we started meeting regularly for coffee.

154
00:14:33,237 --> 00:14:40,519
you know, was quite philosophical actually, just talking a little bit about, you know, the
trials and tribulations of what we do and

155
00:14:41,129 --> 00:14:49,407
That was kind of how it started because I shared with him our desire to have some kind of
change.

156
00:14:49,428 --> 00:14:52,731
And it just felt like the stars aligned.

157
00:14:56,366 --> 00:14:57,186
Okay.

158
00:14:57,186 --> 00:15:07,846
And then so how did you, from those kind of informal conversations and, and kind of
thinking it would be a good idea, how did you kind of progress the idea and what was that

159
00:15:07,846 --> 00:15:13,826
process like of kind of agreeing evaluation and sort of talking about how you would
structure it?

160
00:15:13,826 --> 00:15:16,186
How many different iterations did you go through?

161
00:15:18,965 --> 00:15:21,607
It's funny isn't it?

162
00:15:23,710 --> 00:15:26,182
It can be very exciting.

163
00:15:26,182 --> 00:15:42,466
You go on some dates and you enjoy all the romance of these early chemistry and then you
get into the functional stuff and it sort of kills the buzz a little bit.

164
00:15:43,807 --> 00:16:02,200
I mean, it's inevitable, I suppose, because you have to look at legal advisors and
accountancy and non -disclosure agreements and the sharing of private and confidential

165
00:16:02,200 --> 00:16:03,241
commercial information.

166
00:16:03,241 --> 00:16:05,453
So that was really how it started.

167
00:16:05,453 --> 00:16:10,306
We did an NDA, we shared documents, we met up again, we chatted.

168
00:16:11,561 --> 00:16:19,187
shared our respective views of what we felt were fair and reasonable valuations.

169
00:16:19,187 --> 00:16:24,281
And then we realized actually in order for us to kind of form some sort of basis, we
needed a professional to do that.

170
00:16:24,281 --> 00:16:34,860
So we worked with a forensic accountant who went off and followed a very detailed
methodology to arrive at a valuation for Lewis and a valuation for Taborn.

171
00:16:34,860 --> 00:16:36,431
And we used that.

172
00:16:36,571 --> 00:16:41,695
And of course, you know, it's that thing where it's bit of an art rather than a science.

173
00:16:41,855 --> 00:16:58,759
So you can look at the black and white of the numbers, but then there are other attributes
that are a bit more emotional perhaps and more based on feeling, such as talent and

174
00:16:58,759 --> 00:17:10,258
reputation and credentials, as well as the hard facts of recurring income and
profitability and cash and all that kind of stuff as well.

175
00:17:10,258 --> 00:17:11,659
that was the sort

176
00:17:12,424 --> 00:17:14,715
It was a bit of a messy middle, to be honest with you.

177
00:17:14,715 --> 00:17:17,587
And it happened over the summer.

178
00:17:17,587 --> 00:17:21,990
So try and avoid doing these things during the summer because everyone disappears off on
holidays.

179
00:17:21,990 --> 00:17:24,071
So it just protracts the process.

180
00:17:24,071 --> 00:17:28,854
think it was kind of this time last year, I was thinking, great, we'll get this done by
September.

181
00:17:28,854 --> 00:17:30,114
Not a chance.

182
00:17:32,206 --> 00:17:33,366
Thanks.

183
00:17:35,602 --> 00:17:37,682
so yeah, that's interesting, isn't it?

184
00:17:37,682 --> 00:17:41,252
The how it, yeah, how it changes, doesn't it?

185
00:17:41,252 --> 00:17:45,942
From, from it's all, it's all exciting to begin with, and then it gets down to the, to the
hard facts.

186
00:17:45,942 --> 00:17:56,754
So was it the, was it looking at both valuations that kind of drove that decision for it
then to be a straight, straight up acquisition?

187
00:17:58,047 --> 00:18:00,168
Yes, basically.

188
00:18:00,528 --> 00:18:16,435
Because I think within the process of looking at the valuations, could see the differences
became apparent in terms of reserves, cash at bank and just being a little bit bigger than

189
00:18:18,670 --> 00:18:19,330
Okay.

190
00:18:19,330 --> 00:18:25,370
And then how did that from there, how was the deal structured?

191
00:18:25,370 --> 00:18:28,750
Sort of what was, were there sort of elements of equity?

192
00:18:28,750 --> 00:18:31,440
What kind of percentage was it cash?

193
00:18:31,440 --> 00:18:35,409
Like how did, how was it sort of put together just in broad terms?

194
00:18:35,503 --> 00:18:36,384
In broad terms, yeah.

195
00:18:36,384 --> 00:18:39,385
So it's a cash and equity deal.

196
00:18:42,608 --> 00:18:56,857
what we looked at was we took a combination of EBITDA and multiple and working capital.

197
00:18:57,858 --> 00:19:05,383
We had some other factors to consider such as a C -bills loan debt, which added a little
bit of complication, which I'm happy to share about.

198
00:19:06,196 --> 00:19:10,079
It's just one thing for people to watch out for.

199
00:19:10,960 --> 00:19:14,573
And then we had some other assets as well that were added back into.

200
00:19:14,573 --> 00:19:20,148
So that helped us arrive at a price.

201
00:19:20,148 --> 00:19:21,869
How did we deal with Whatsy?

202
00:19:23,071 --> 00:19:23,726
Seaville's

203
00:19:23,726 --> 00:19:25,786
With the C bills, loan.

204
00:19:26,026 --> 00:19:27,046
Yeah.

205
00:19:27,967 --> 00:19:30,169
Yeah, yeah.

206
00:19:30,169 --> 00:19:49,665
what we did was we were under the impression from our bank, who were amazing, by the way,
to be clear, they were very, very supportive, very good, that we could roll this over.

207
00:19:50,366 --> 00:19:54,309
But then apparently, in order for the transaction to go through,

208
00:19:56,319 --> 00:19:59,340
I think it's the British business bank that actually provided the loan.

209
00:19:59,400 --> 00:20:01,841
They insisted on it being paid back in full.

210
00:20:03,562 --> 00:20:17,448
And obviously while we had enough cash to do that, clearly, it had implications because it
did mean that it was going to, we're to have to transfer all that over basically and tie

211
00:20:17,448 --> 00:20:18,448
that up.

212
00:20:18,448 --> 00:20:26,245
I think the other thing that's worth saying as well, Barnaby, is that because of Taborn's
age as a business,

213
00:20:26,245 --> 00:20:30,956
And because of the structure of its ownership, we had quite a lot of complexity.

214
00:20:30,956 --> 00:20:34,567
had a holding company and a limited company and we had multiple bank accounts.

215
00:20:34,567 --> 00:20:38,668
And we also had an employee share ownership trust as well, which is a legacy.

216
00:20:38,668 --> 00:20:40,899
It was never actually utilized in the end.

217
00:20:41,119 --> 00:20:48,421
So for the first time, I actually understood what it meant to be exit ready or investor
ready.

218
00:20:48,561 --> 00:20:55,563
And I think, you know, a key lesson here is just, you know, take your medicine

219
00:20:55,773 --> 00:20:57,604
and get it all in order.

220
00:20:57,604 --> 00:21:06,451
I think we were so lucky that this was a real marriage between two friends.

221
00:21:07,832 --> 00:21:12,325
Because I think if it hadn't been, it could have been quite tricky, actually.

222
00:21:14,990 --> 00:21:15,690
Yeah.

223
00:21:15,690 --> 00:21:19,960
What was it like working with the Great British, sorry, the Great, what's it called?

224
00:21:19,960 --> 00:21:24,416
Great British Business Bank that provided the funding.

225
00:21:24,736 --> 00:21:26,797
we were removed from them.

226
00:21:26,797 --> 00:21:34,420
So we'd taken the CBOs loan out during COVID and it was because we were going to be moving
offices.

227
00:21:34,460 --> 00:21:39,032
And we thought, well, we might have a delapse bill, which actually turned out to not be
anywhere near what we thought it was.

228
00:21:39,032 --> 00:21:40,482
So we just retained it.

229
00:21:40,663 --> 00:21:43,414
And because the terms were so favorable, we were just paying it down.

230
00:21:43,414 --> 00:21:46,565
Over a period of time, it made sense to do that.

231
00:21:46,565 --> 00:21:49,556
And that was through our bank who were fantastic.

232
00:21:49,556 --> 00:21:51,327
So we had nothing to do with them.

233
00:21:51,517 --> 00:22:03,596
It was just, you know, it was a bit disappointing that they hadn't been a bit clearer on
the terms prior to this going through, because it just held things up a little bit.

234
00:22:03,596 --> 00:22:12,362
And it's just back to that point about just having everything in order prior to, you know,
getting into sort of heads of terms and the due diligence.

235
00:22:12,362 --> 00:22:16,462
what did you do with the holding company in the, sorry, that was a slight overlap there.

236
00:22:16,462 --> 00:22:25,028
What did you do with the holding company and the trading company and just from a sort of
company secretarial point of view, how did it all go together?

237
00:22:25,028 --> 00:22:28,270
basically a high -vot process.

238
00:22:30,052 --> 00:22:34,195
the Hollings company owned the limited company, the limited company did all the trading.

239
00:22:34,376 --> 00:22:38,138
So it's basically just a question of, it's a bit of a paper exercise.

240
00:22:39,560 --> 00:22:49,107
We had lawyers that we appointed as well to manage the employee ownership trust.

241
00:22:50,509 --> 00:22:53,269
It wasn't being utilized, but there

242
00:22:53,269 --> 00:23:09,423
trustees and we had to follow the due process in order to resolve that and then hive the
company up into the holdings company.

243
00:23:10,244 --> 00:23:16,505
And then, there was a bit of admin around the bank accounts as well.

244
00:23:16,505 --> 00:23:21,046
So just closing ones down that we didn't need anymore and all that kind of stuff.

245
00:23:21,046 --> 00:23:22,787
So, you know,

246
00:23:23,207 --> 00:23:25,539
It's just one of these things.

247
00:23:25,539 --> 00:23:36,059
I can't stress the importance of it enough to anyone that's about to go through this
process that, you know, getting your house in order beforehand is critical.

248
00:23:38,894 --> 00:23:47,444
And what effect, because it sounds like there was some sort of little bumps in the road in
terms of the practical side of working on the deal.

249
00:23:47,444 --> 00:23:52,904
How did that affect your and the other and Malcolm's sort of focus on the business?

250
00:23:52,904 --> 00:23:56,048
Because I know often these deals can be quite distracting.

251
00:23:56,681 --> 00:23:59,793
Yeah, well, and that's a great question.

252
00:23:59,793 --> 00:24:00,564
that was it.

253
00:24:00,564 --> 00:24:04,216
mean, as far as the deals concerned, had little bearing really.

254
00:24:05,077 --> 00:24:07,688
We would have had to incur these costs anyway.

255
00:24:07,688 --> 00:24:20,607
We just had deferred them until we were needing to do them as opposed to being in a
position of not urgently needing to do them.

256
00:24:21,128 --> 00:24:23,309
But we still had those costs.

257
00:24:23,629 --> 00:24:26,371
What it did mean was at a time when you

258
00:24:26,757 --> 00:24:41,165
in discussions about something that's got strategic significance to the business and its
overall direction, and you're having to maintain business as usual, you've got some, you

259
00:24:41,165 --> 00:24:45,618
know, let's put too fine a point on it.

260
00:24:45,618 --> 00:24:54,702
I mean, it's not the most exciting stuff in the world, reading through complex company
secretarial documentation and,

261
00:24:55,156 --> 00:25:00,240
dealing with lawyers, that kind of stuff as well, no disrespect to lawyers, clearly.

262
00:25:00,240 --> 00:25:04,250
So it was very time consuming and it was another layer that we just didn't

263
00:25:09,710 --> 00:25:13,810
At what point did you bring the staff into it?

264
00:25:13,810 --> 00:25:17,070
What point did you kind of tell them what was going on?

265
00:25:18,571 --> 00:25:19,761
Again, another great question.

266
00:25:19,761 --> 00:25:39,137
think we wanted to make senior colleagues aware first, ask with anything because of the
length of time that goes through and the fact that it might not happen as well.

267
00:25:39,137 --> 00:25:40,657
That was the other thing we had to bear in mind.

268
00:25:40,657 --> 00:25:45,998
I mean, we were confident that it would do, but we had to bear in mind that it might not.

269
00:25:46,379 --> 00:25:47,539
So it was

270
00:25:49,752 --> 00:26:05,673
yeah, it was, it wasn't long before, we actually, announced the whole company, but we, we
some, people who have responsibility for the teams know just in advance to give them a

271
00:26:05,673 --> 00:26:06,093
heads up.

272
00:26:06,093 --> 00:26:17,451
And then we did, we did, we did a company announcement, the day that we, completed, which
was, it was tough actually.

273
00:26:17,451 --> 00:26:29,331
be honest with you because, you know, we've got colleagues, I've worked in the business
for 15 odd years, Malcolm for twice that.

274
00:26:29,331 --> 00:26:33,931
We've got colleagues who've been in the business for, you know, as long as that as well.

275
00:26:33,931 --> 00:26:39,171
And so there is an element where you think, gosh, am I being dishonest here?

276
00:26:39,471 --> 00:26:47,131
But, you know, it felt that it was only appropriate, that was the most appropriate way of
doing it

277
00:26:47,571 --> 00:26:49,342
It might, you know, it might not have gone through.

278
00:26:49,342 --> 00:26:50,813
might not have happened.

279
00:26:53,075 --> 00:27:00,269
actually again, because we've got such a good long term settled team, they were
incredible.

280
00:27:00,269 --> 00:27:05,792
I mean, they were taken by surprise, you know, but they were, they were really, really
good about it.

281
00:27:05,792 --> 00:27:13,437
And actually, because going back to why we've done this, it makes sense for our colleagues
because there's

282
00:27:13,788 --> 00:27:24,844
as a strength in numbers, there's a much greater opportunity for them to develop their
careers and to have more investment going into their own development.

283
00:27:24,905 --> 00:27:28,950
And, you know, there are greater benefits as well from the combined

284
00:27:32,334 --> 00:27:38,186
What are the sort of respective sizes in terms of number of employees of the two agencies?

285
00:27:39,541 --> 00:27:41,504
So it was about.

286
00:27:43,371 --> 00:27:49,567
Roughly, think it's about 18 and 14, I think, in terms of full -time or equivalent.

287
00:27:51,211 --> 00:27:54,190
So combined we've got about 30, just over 30 people.

288
00:27:54,190 --> 00:27:55,270
you?

289
00:27:56,846 --> 00:27:57,466
Okay.

290
00:27:57,466 --> 00:28:04,694
And in terms of location, are you both in Edinburgh and what did you do with the office
space?

291
00:28:05,235 --> 00:28:09,427
Yes, this is something that's quite interesting.

292
00:28:09,427 --> 00:28:14,759
The bulk of the team are spread across the central belt.

293
00:28:15,780 --> 00:28:22,382
People in Edinburgh, people in Glasgow, we have an admin function in Falkirk.

294
00:28:23,423 --> 00:28:30,866
Our most northerly colleague Kevin, he's in Dundee, and our most southerly colleague Jamie
and Lucy.

295
00:28:30,866 --> 00:28:33,637
Lucy's in Newcastle and Jamie's in Liverpool.

296
00:28:33,715 --> 00:28:41,298
So we've got, we've got a bit of a spread, but you know, we're, generally again, just as
far as the alignments can say, we very much operate a hybrid model.

297
00:28:41,418 --> 00:28:45,830
So there's a lot of home working, but we've got a Glasgow office.

298
00:28:45,830 --> 00:28:51,883
We've got two Edinburgh offices and then we've got this sort of Falkirk admin office.

299
00:28:51,883 --> 00:28:55,504
the intention, so we've just resigned our lease with Glasgow.

300
00:28:55,884 --> 00:29:01,947
But we have plans to reconfigure what we're going to do with the two Edinburgh and

301
00:29:02,847 --> 00:29:06,211
basis as well and probably consolidate into one present.

302
00:29:09,454 --> 00:29:13,234
And so how has the integration gone?

303
00:29:13,234 --> 00:29:18,510
How did you approach doing that after you announced the sale?

304
00:29:18,975 --> 00:29:24,275
So, I mean, it's very much a question of just business as usual.

305
00:29:24,435 --> 00:29:36,365
And because we've got two long established brands, 51 years Lewis and 45 years Tabern, we
don't want our clients to be disrupted.

306
00:29:36,365 --> 00:29:37,915
We don't want our colleagues to be disrupted.

307
00:29:37,915 --> 00:29:43,735
We want our clients to be able to access the colleagues that they always have been doing.

308
00:29:43,975 --> 00:29:46,879
The benefit is now that they're able to access much

309
00:29:46,879 --> 00:29:48,310
broader array of services.

310
00:29:48,310 --> 00:29:57,608
So maintaining that is, been really critical, but there are some opportunities to create
some efficiency.

311
00:29:57,608 --> 00:30:05,755
So obviously I've touched on the offices, but there are platforms and systems that we want
to integrate.

312
00:30:05,895 --> 00:30:12,480
And again, I mean, there's, there's some stuff that Lewis have got that really good and
there's some stuff that we've got that's really good too.

313
00:30:12,601 --> 00:30:15,243
And so it's just a question of working out.

314
00:30:15,797 --> 00:30:22,330
how best to pick and choose from that so that we're not doubling up on these costs.

315
00:30:22,650 --> 00:30:37,216
And then I think that the biggest opportunity is then gradually introducing our existing
clients under each brand to their counterparts and the other.

316
00:30:37,216 --> 00:30:43,179
So for example, we've got a large distiller

317
00:30:43,399 --> 00:30:50,397
and we've been doing quite technical digital consultancy with them, but we've now got a
really exciting creative arm that we can introduce to

318
00:30:54,638 --> 00:31:00,258
So what are the difference in services that Louis offer versus what Tabern does?

319
00:31:01,183 --> 00:31:20,113
Yeah, so Lewis is, I guess, a very well established and well known digital agency with
expertise in data and digital strategy, customer journeys.

320
00:31:20,394 --> 00:31:29,399
And then from our design and development perspective, very robust capabilities

321
00:31:30,155 --> 00:31:33,975
design and develop websites and applications.

322
00:31:34,475 --> 00:31:41,925
So we're a gold partner in a Braco and we've got very, very robust ESG credentials.

323
00:31:41,925 --> 00:31:48,295
So we're the only agency in Scotland to be gold accredited for Ecovardis and one of 11 in
the UK.

324
00:31:49,575 --> 00:31:53,615
So there's, you know, that's a requirement of one of our biggest clients Santander.

325
00:31:53,615 --> 00:31:59,691
So there's a very robust capability there.

326
00:31:59,691 --> 00:32:10,054
On the table side, obviously, we've got our reputation for brand strategy and creative
design in terms of branding, but also campaigns.

327
00:32:10,914 --> 00:32:12,845
And then we've got our packaging business as well.

328
00:32:12,845 --> 00:32:25,959
So again, that shares a real parallel with Lewis's technical team, their digital
technical, our guys are very much in the technical artwork and reprographic space.

329
00:32:27,029 --> 00:32:30,779
So it's amazing, they're very different areas, but actually they're very, very similar.

330
00:32:33,198 --> 00:32:34,518
Yeah.

331
00:32:34,518 --> 00:32:43,438
And what this is always when I talk to people about the potential of them selling their
business, often the first question is about the brand.

332
00:32:43,438 --> 00:32:49,150
So what's going to happen to the, how are the two brands going to be integrated?

333
00:32:49,355 --> 00:32:51,735
It's a $64 ,000 question, Barbies.

334
00:32:51,735 --> 00:32:54,155
Have you got any ideas?

335
00:33:01,275 --> 00:33:03,575
Cobbler's Burns or something.

336
00:33:07,775 --> 00:33:15,875
yeah, I mean, again, we've got two really long established brands that have got a lot of
equity.

337
00:33:17,099 --> 00:33:21,681
you know, it makes sense to retain them because they're well known, well regarded.

338
00:33:22,161 --> 00:33:33,796
But there's a really interesting opportunity around Limitless and actually our PR advisors
put a really positive challenge forwards on that front, which is there's a really

339
00:33:33,796 --> 00:33:42,450
interesting story there about how it's come about, which is a desire to be closer to the
heart of our clients' businesses.

340
00:33:42,850 --> 00:33:44,931
And we want

341
00:33:47,519 --> 00:34:04,096
do things differently from a position of love and positive intent, which I know can sound
a bit woo -woo and a bit folksy, but actually, we've been doing this quite a long time and

342
00:34:04,096 --> 00:34:11,409
I think we've seen the good parts of the business, but we've also seen the parts that
don't work so well and don't deliver that much value.

343
00:34:11,409 --> 00:34:14,340
so there's an opportunity to change that a little bit.

344
00:34:14,340 --> 00:34:17,231
So under Limitless, we're very interested

345
00:34:17,449 --> 00:34:26,248
making more of being authentic, know, with integrity and actually being vulnerable about
it as well.

346
00:34:26,248 --> 00:34:39,881
So I think there's going to be quite an interesting evolution over time, but certainly for
now, you know, Taborn has got very strong brand equity in brand and Lewis has very strong

347
00:34:39,881 --> 00:34:41,903
brand equity in digital.

348
00:34:44,686 --> 00:34:45,346
Okay.

349
00:34:45,346 --> 00:34:51,466
And how has it changed things for you since the deal has gone through?

350
00:34:51,977 --> 00:34:53,567
Yeah.

351
00:34:54,129 --> 00:35:00,915
So that, you know, to my joke earlier about regressing in my career.

352
00:35:00,915 --> 00:35:08,791
I mean, you know, I'm predominantly focused on the sales side of things again, which is my
passion.

353
00:35:08,791 --> 00:35:09,562
That's what I love doing.

354
00:35:09,562 --> 00:35:10,372
I'm very lucky.

355
00:35:10,372 --> 00:35:16,467
I get to go out and meet really interesting people and chat to them about their business.

356
00:35:16,467 --> 00:35:17,738
And that's what I love doing.

357
00:35:17,738 --> 00:35:18,739
It gives me great energy.

358
00:35:18,739 --> 00:35:21,091
And so I've got more of an opportunity to do

359
00:35:21,891 --> 00:35:26,634
enjoy speaking and doing these sort of things as well.

360
00:35:26,634 --> 00:35:41,622
So the chance to do more of that and less, you know, chasing age debts and managing HR
challenges and, you know, the stuff that there are other people who are much better at

361
00:35:41,622 --> 00:35:43,803
than me, leave them to do

362
00:35:51,214 --> 00:35:53,274
Lost you slightly there.

363
00:35:53,957 --> 00:35:55,003
can you hear

364
00:36:02,674 --> 00:36:04,348
I've lost the same, Barnaby.

365
00:36:13,951 --> 00:36:14,592
I

366
00:36:18,830 --> 00:36:20,072
Am I back now?

367
00:36:20,072 --> 00:36:21,585
Yeah, I've you now.

368
00:36:22,446 --> 00:36:26,206
I think I accidentally clicked mute.

369
00:36:26,206 --> 00:36:28,606
I've got a little marker.

370
00:36:28,606 --> 00:36:33,456
So if there's a blip, I can just put a mark in and it helps me edit it.

371
00:36:33,456 --> 00:36:35,506
But I accidentally hit mute.

372
00:36:36,647 --> 00:36:38,271
Okay, no worries.

373
00:36:41,582 --> 00:36:44,342
So I'll have to mark this bit.

374
00:36:44,862 --> 00:36:45,651
What was I going to ask?

375
00:36:45,651 --> 00:36:52,644
Yes, just looking back and anything that you would do differently if you were to go
through a similar process again.

376
00:36:54,111 --> 00:37:00,725
Yeah, I think one thing is just have a bit more faith and belief that it's going to go
through.

377
00:37:00,725 --> 00:37:09,320
There's a tendency, I think, to oscillate between it's not happened or it might not
happen.

378
00:37:09,320 --> 00:37:21,436
And actually, if you spend more time residing in the belief that it will happen and, you
know, without taking your eye off the ball of what you need to do to get it to happen and

379
00:37:21,436 --> 00:37:23,057
also the business as usual.

380
00:37:23,455 --> 00:37:26,336
you might enjoy the process a little bit more.

381
00:37:26,897 --> 00:37:35,240
And certainly my wife would have been a bit happier to be around me.

382
00:37:35,240 --> 00:37:40,913
And then I think, yeah, I mean, I've made the point already, it's just about having your
house in order as well in advance of these things.

383
00:37:40,913 --> 00:37:47,026
So making sure that you've got, it's just really clean and simple.

384
00:37:47,026 --> 00:37:50,197
You don't have unnecessary...

385
00:37:50,197 --> 00:37:53,929
companies and unnecessary bank accounts and things like that.

386
00:37:53,929 --> 00:38:03,594
It's all just nice and clean so that when they acquire or however it's going to be
structured happens, it's very easy for them to just go, right, perfect.

387
00:38:03,594 --> 00:38:04,714
There we go.

388
00:38:05,514 --> 00:38:06,675
Exit ready.

389
00:38:09,454 --> 00:38:09,974
Yeah.

390
00:38:09,974 --> 00:38:10,484
Yeah.

391
00:38:10,484 --> 00:38:11,434
Great.

392
00:38:11,434 --> 00:38:15,554
Well, that seems like a good place to wrap it up.

393
00:38:15,554 --> 00:38:19,734
So thanks very much for sharing your story.

394
00:38:19,957 --> 00:38:20,661
No, it's a pleasure.

395
00:38:20,661 --> 00:38:21,465
No, it's a pleasure.

396
00:38:21,465 --> 00:38:22,339
I hope it's okay.

397
00:38:22,339 --> 00:38:23,040
I'm