Business Acquisition Process
Our Business Acquisitions are run through Poppy & Thistle Group Ltd
Poppy & Thistle Group Ltd
Company Registration No. SC852841
5 South Charlotte Street, Edinburgh, EH2 4AN,
Our business acquisition process
We offer a personal and bespoke business acquisition service. We are not brokers, but direct purchasers. We can negotiate price and deal structure.
Discovery Call
Our process starts with a simple, no pressure 30 minute discovery call. This is a chance for us to get to know you, understand your business, and hear what you’re hoping for next.
From there, we take the time to thoughtfully explore whether we’re the right fit for each other. We keep communication clear, the process confidential, and always tailor our approach to the unique strengths of your business.
Accounts Review and Pre-Diligence
If there’s a mutual fit after our initial conversations, we like to meet in person as early as possible. We believe face-to-face time is the best way to build trust, have open conversations, and make sure our goals and expectations truly align.
It’s also a chance to ask questions on both sides, talk things through properly, and start building a relationship that feels right for everyone involved. If appropriate, we will make a financial proposal at this stage.
Proposal and Negotiation
The final stage is where we put a clear proposal on the table and work through the details together. We’re open, transparent, and practical in our discussions — focusing on terms that feel fair and workable for both sides.
There’s no jargon or pressure, just straightforward conversations to make sure everyone is comfortable and aligned before moving forward.
When you're ready we put the agreed acquisition plan in writing as our Heads of Terms (HoT). From that point we both engage our M&A professional solicitors and accountants to begin the legal and financial due diligence, and the drafting of the final Sale and Purchase Agreement (SPA).
Legal and Financial Due Diligence
Due diligence serves as the essential "health check" in buying or selling a business, ensuring total transparency while protecting both parties.
Financial due diligence verifies true company value by auditing historical earnings, tax compliance, and cash flow, while legal due diligence inspects corporate ownership, commercial contracts, employment agreements, and regulatory compliance to mitigate risk.
Together, they validate valuation, build mutual trust, and lay the groundwork for a smooth, risk-free transition.
Sale and Purchase Agreement
The Sale and Purchase Agreement (SPA) is the definitive, legally binding contract that formalizes a business transaction, outlining the agreed purchase price, completion conditions, and core legal terms.
When a deal involves deferred consideration, paying a portion of the purchase price over time, the SPA incorporates a range of protective mechanisms to manage risk and safeguard both parties throughout the payout period.
To protect the seller, the agreement can include corporate guarantees, legal charges over assets, default penalties, and operational covenants that prevent the buyer from stripping value or taking on excessive debt before the final balance is paid. Conversely, buyers are protected through set-off rights, allowing them to deduct funds from future installments if undisclosed liabilities or warranty breaches arise, alongside escrow accounts and performance based earn-outs that ensure deferred payments remain strictly aligned with the company's actual post-sale performance.
Handover Period
The handover period is a vital transitional phase designed to ensure operational continuity, protect company values, and maintain total confidence among clients and staff. During this time, practical business knowledge, vendor networks, and key account relationships are systematically transferred to the incoming team to ensure a seamless leadership transition without disrupting daily operations.
To guarantee a smooth takeover, the outgoing owner typically remains engaged in a formal capacity as an external advisor for a minimum of three months. This allows the business to benefit from their deep industry expertise and guidance on an advisory basis, giving the new management team a safety net as they settle in while reassuring long-standing stakeholders that the company’s legacy is in safe hands.
Your New Freedom!
Stepping away from a business you’ve built isn’t just an exit—it is the ultimate reward for years of dedication. Once the handover is complete, the daily weight of operations lifts, granting you the total freedom to reclaim your time and embrace whatever brings you joy.
Whether that means embarking on long-awaited travels, diving into your favorite sports and hobbies, or simply spending uninterrupted, quality time with family and loved ones, a well-earned retirement opens up a world of endless possibilities.
For those with an unquenchable entrepreneurial spark, freedom also means a completely clean slate.
With your legacy secured and your future protected, you gain the rare opportunity to channel your energy and wisdom into an entirely new, different venture—unburdened and completely on your own terms. Whatever your next chapter looks like, the clock is finally yours to command, and the future is yours to create.
Next Steps to Selling
If you're ready to start the process of selling your business, or just want to know more about the process, contact us using the details below.
0131 392 7832
Poppy and Thistle Group Ltd., 5 South Charlotte Street, Edinburgh, EH2 4AN
Get in Touch Today
Our Team