Valuation Methods for Trading Companies

As we get closer to our new normal of restricted BPR a question has arisen from a client around valuation methods for trading companies. At the moment we see very little attention paid to a value on an IHT 100/10 year charge where the shares qualify for full BPR and there are no excepted assets but traditionally we have very generally seen the EBITDA method for trading and Net Asset Value for Investment Company.

A valuation company is promoting the use of the dividend yield basis of valuation to reduce the value of trading company shares where the class involved traditionally has taken minimal dividends. There isn’t anything which precludes the use of this method but I’m concerned over its manipulability in the future post April 2026 and also the risk around future dividends being higher. We are looking at the potential tax at stake if a client moves shares into Trust now but then dies after April 2026 and within 7 years of the gift.

Have any members had any dealings with HMRC on the use of this method previously?

When my clients hired a specialist valuer (not being the company’s own accountant with unique knowledge) the expertise they were seeking was the ability to estimate reasonably accurately what HMRC will finally settle at. In some cases that included accepting HMRC’s chosen methodology even when they disagreed with it provided the outcome was favourable.

I am not such a specialist but in the course of 50 years I have been in on more than thousand where I was giving the related tax advice. I have never seen a negotiation settled on a dividend yield basis where the company was a trading company.

My expectation would be that it might possibly be relevant where regular significant dividends were a historic feature and the hypothetical willing purchaser could expect future continuity. Recent prices in comparable actual transactions might have reflected this basis by way of corroboration. I have also seen many asset value basis valuations with discounts, especially for FICs. A nice trick was to obtain an advance valuation for a new employee share scheme ahead of an IPO or sale as a pointer for the non-employee vendor shareholders.

It is hard to imagine that dividend yield could be appropriate where there is no history of significant dividends unless, applying the crucial extent of information which a hypothetical willing purchaser of the actual shares to be valued is entitled to require, there is a justifiable expectation that dividends will be paid on those shares after acquisition. That might be a term of a shareholder’s agreement which any such buyer would be required to adhere to. We are not told here what the share rights are but they could have enhanced rights to dividends in future compared with the past.

I would be wary of initiating an argy bargy with the valuer but the client is entitled and well-advised to signal the concern and then see how the interaction with HMRC proceeds. If the valuers make a cobblers of the task the client can sack them or demand a fee adjustment or both. I presume their engagement letter will not permit them to settle without the client’s sign-off.

Clients have to take some responsibility for their own poor choice of adviser.

Jack Harper

Unaccountably I meant to say that nearly always the arguments are enthusiastically joined on the pitch of what P and E should be in the P/E formula, EBITDA so beloved of my clients. My favourite bookkeeping entry was Debit Cash, as a solicitor, and Profit was Cash In less Cash Out, no need for all that FRS nonsense.

Jack Harper

I’ve been involved in lots of valuations. It would be incredibly rare to use a single method to value an unquoted share. For a majority interest in a trading company, dividend yield would be completely inappropriate. Similarly, it would be inappropriate with something like a growth share / hurdle share.

In the case of minority interests of normal shares in a trading company, dividend yield is often used as a way of cross checking the main valuation method. So you might find the PE ratio of a suitable listed comparator company, work out the undiscounted value per shares and then discount it by, say, 65% to give £100 per share. Then you’d use a dividend yield method to get a value of, say, £80 per share as a way of cross checking. When you decide what dividend to use in the calculation, you’d normally guess at the expected value of future dividends. In some cases that may be the same as historic dividends. But just using what was paid last year without justification is not appropriate.

As you hint, your client’s estate will be in a tricky position if the gift is made today (we expect dividends of £1 per share so the shares are worth £10) but when HMRC come to look at it after death, they see that a dividend of £100 was paid the day after the trust got the shares and so, using hindsight, HMRC will say that they were worth massively more than £10 when they went into trust.

You also mention “class involved” which suggests there may be more than one class of share. That can make things more tricky where (i) the individual transferring the shares holds other shares (e.g. the diminution in the estate may not be the same as the value of the shares that the trust received), (ii) there are associated operations (e.g. give T shares to the trust, S shares to son, D shares to the dog in stages to get bigger minority discounts), and/or (iii) the articles of association are so poorly drafted that the only rights the “T” class of shares have is to a dividend if the directors, in their infinite wisdom, decide to pay one to the “T” shareholders (in which case the shares may be pretty worthless and dividend yield is inappropriate - but exercising the discretion to take value out of the directors’ own shares and pay it on the shares held by the trust may be a CLT). My extensive experience of looking at articles of companies with funny classes of shares (classes A to Z, for example) is that some are drafted so that the rights of the shares are certain and support their value. And others? Well, I have seen more robust teapots made from milk, sugar, and cocoa “mass”. Valuing shares with no rights can sometimes be particularly easy (they are worthless to a hypothetical purchaser).

I found that valuation specialists were great at valuing shares and getting their value agreed with HMRC. But they often did not understand what the particular tax requirements were around the valuations (e.g. diminution in value) or the commercial background of the transaction (e.g. tell the a valuer that the client expects a high value because of x, y and z reasons and they will just stare blankly at you because it makes no sense to them). So it would be worth explicitly telling them what you need them to value, especially if their business has up to now just been valuing shares for EMI schemes.

Thank you both. It has solidified my caution on the method being suggested which I will pass on to the client. I also have never seen this method used for a trading company and doubt HMRC will accept the valuation so grateful that this is other’s experience also.