Without proper preparation and thoughtful roadmap, there will be no exit under the best conditions.
Belgium has more than 1.1 million SMEs, 77% of which are family-run businesses, according to FPS Economy statistics.
In family businesses, the transition to the next generation remains a crucial moment. Indeed, it will not be obvious, but also sometimes not desirable, for all family members to remain in the capital of the family business. There are several reasons for an exit or sale by a (minority) shareholder of his or her participation in the family business:
- conflicts with other shareholders,
- financial needs to do something else with the assets itself,
- loss of trust in the management,
- the desire to transfer or diversify his assets.
In non-family companies, the reasons are no different: there may be conflicts between the partners, disagreements about the vision for the future or the way of managing, or simply a desire to cash in on the stake because the shareholder thinks it is good timing.
The possibility of an exit or sale for a shareholder in an unlisted company is usually (very) limited. The shares have limited marketability or liquidity, making it more difficult for shareholders to sell them, especially if they are minority holdings. The lack of liquidity also has a potential impact on the value of the shares. When valuing shares of SMEs and family companies, a discount is usually applied to take into account this limited liquidity. Specifically, the lower the liquidity of the shares or stake, the higher the discount rate and the lower the value.
Only 38% of SMEs and family businesses have an internal agreement on the liquidity of the company’s shares.
An empirical study by deminor NXT found that only 38% of surveyed SMEs and family-owned companies have a liquidity mechanism that allows shareholders, minority or majority, to sell their shares under predetermined conditions.
This ensures that in the vast majority of cases, the exiting shareholder has to find a solution to sell his shares himself. This often leads to situations where minority shareholders cannot sell their shareholding at a correct price because the board or the majority shareholders do not wish to cooperate in this exit, or are themselves keen to buy the shares at a low price. In such context, tensions can mount and shareholder conflicts arise, souring the long-term relationship between shareholders.
While there are legal proceedings to force a forced exit, these are lengthy, costly and usually unsatisfactory, as the price is determined by an expert and one therefore has no control over the entire exit process.
During the debate at our annual event on 22 November 2023 at the Ghelamco Arena, the importance of making good agreements between shareholders was discussed in detail, so that when parties split up, the exit process can proceed according to the outlines of these agreements. There will then be no décotes or conflicts, but a fair and arm’s length transaction where the shareholder can sell the shares at the best circumstances in the concrete situation.
Er zijn meerdere oplossingen mogelijk: verkoop tussen aandeelhouders, verkoop aan een derde die toetreedt tot het kapitaal, of een verkoop van 100% van het bedrijf.
When all parties have the desire to find a solution, there is a good chance that a solution will be found: this could be a sale between the shareholders, or a sale of a third party who thus joins the capital as a new shareholder. The entry of a new shareholder, even in family-owned companies, can bring huge added value and often provides more long-term stability in the shareholding. In some cases, the solution may be to search jointly, for 100% of the capital, for a buyer for the company.
The success of the sale or exit process will depend on proper preparation and how the minority shareholder can make its voice heard.
More on this topic and deminorNXT’s approach can be found in our e-book ‘Exit of a shareholder: an exit under the best circumstances‘.
In this e-book, we list the various exit options and the associated implications for the exiting shareholder. From our practical experience, we review the success factors for an efficient exit process and set out our own approach step by step.
Do you have questions about your own exit options as a shareholder, do not hesitate to contact Bernard Thuysbaert.
