Skip to main content

Advised by Leo Meggitt, Managing Director, Mastella Advisory

We advise UK SME owners on growth-capital rounds — minority, majority and pre-exit funding. Senior-led, focused on owners who want capital alongside a partner rather than a full exit. £5–50M EV segment.

Minority vs majority vs pre-exit funding

Growth capital comes in three principal structures, each suited to a different owner objective. The right one depends on what you want from the next stage rather than what the market typically does.

Minority growth capital. Typically 20-35% equity. The owner remains in control, takes some capital off the table, and brings in an investor who can support the next phase of growth — usually a buy-and-build agenda, a meaningful organic investment programme, or geographic expansion. This route suits owners who see real runway in the business and want a partner rather than an exit.

Majority growth capital. Typically 51-70% equity. The owner remains operationally involved (often as CEO or Chair) but transfers majority control. Substantially more capital comes off the table. The investor takes meaningful governance position and drives the next exit. This route suits owners who want to materially de-risk personally while remaining engaged.

Pre-exit funding. A round of capital — minority or majority — designed to fund a final value-creation push before a planned full exit 18-36 months later. Often used to fund acquisitions that strengthen the business for the eventual sale. This route suits owners with a clear sale window in view and a credible value-creation thesis for the interim period.

We work with you to identify which structure fits your objectives, run the buyer mapping accordingly, and negotiate the terms that match the structure rather than fight whatever the market defaults to. Senior-led throughout.

What investors look for in growth-capital opportunities

Growth-capital investors evaluate opportunities on a different set of criteria from full-exit buyers. The headline items below shape who engages with a growth-capital opportunity and on what terms.

Growth trajectory. Investors want to see consistent year-on-year growth with a credible plan to maintain or accelerate it over the hold period. Slowing-growth businesses attract growth capital only where there is a clear path to re-acceleration.

Defensible market position. Differentiated capability, defensible market share, structural advantages over competitors, and growth runway in the underlying market all matter. Generic businesses in commoditising markets attract growth capital only at unattractive terms.

Management team capability. Growth-capital investors are partners, not just funders. They diligence the management team in depth — capability, ambition, alignment with the growth plan, succession depth. Owner-managed businesses sometimes underestimate how seriously this is assessed. Pre-process work to strengthen senior team visibility consistently improves outcomes.

Capital efficiency and unit economics. Investors want to see that the business converts capital into growth efficiently. Unit economics by customer cohort, gross margin trajectory, working capital intensity, and the return on previously invested growth capital all matter.

Post-investment governance

Growth-capital deals come with governance terms that meaningfully affect how the business runs post-investment. The major terms are below — what each typically looks like, and where the owner-led negotiating room sits.

Reserved matters. The list of decisions that require investor consent (typically capital raises, M&A, leadership changes, material capex, budgets above a threshold). Standard but the specifics matter. Over-broad reserved matters give the investor effective veto on day-to-day decisions; well-negotiated reserved matters preserve the founder's operational autonomy while protecting the investor's economics.

Information rights. Monthly management accounts, quarterly board packs, annual budget approval, and ad hoc information rights for investor diligence. Standard but the cadence and depth matter — over-broad information rights create reporting burden that distracts from running the business.

Founder lock-ins and good leaver / bad leaver provisions. The mechanism by which the founder's equity vests through the hold period and what happens if the founder leaves before the next exit. The drafting matters significantly — particularly the definition of 'bad leaver' and the price at which equity is forfeited.

Board composition and chairing. The investor typically takes board seats proportional to ownership, plus reserved chair appointment in majority rounds. The detail of how the board operates matters more than the formal composition.

If growth capital might fit your situation, book a confidential conversation. We will work through which structure fits and what the negotiation should look like.

Want to talk about your situation?

Book a confidential conversation

FAQ

Growth capital advisor (UK): FAQs

When does growth capital make sense vs a full exit?

Growth capital suits owners who see meaningful runway in the business but want to de-risk personally, bring in a strategic partner, or fund a buy-and-build agenda. Full exit suits owners ready to step away. The decision is owner-led; we can advise both ways.

How much equity will I have to give up?

Minority growth-capital rounds typically take 20–35% equity. Majority rounds 51–70%. The exact level depends on your need for capital, your view of future value, and the structure that aligns incentives best.

Who provides growth capital in the UK lower mid-market?

PE houses targeting the lower mid-market, family offices, growth-equity funds, and a small number of strategic corporate investors. Each has different return expectations and hold-period assumptions.

What is the typical hold period for a growth-capital investor?

PE growth-equity hold periods are typically 4–7 years. Family offices and corporate investors are often longer. This affects exit-route alignment, which we work through pre-process.

How does board governance change post-investment?

A growth-capital investor will typically take a board seat and put governance mechanics (reserved matters, information rights, founder lock-ins) in place. We help owners understand what to accept and what to push back on.

How long does a growth-capital round typically take?

4–8 months end to end is typical, shorter than a sell-side process.

15+

Years in M&A

£400M+

Transaction value advised

30+

Completed transactions

10

Sectors

Ready when you are.

Forty-five minutes, no obligation. We will tell you honestly whether what you want to achieve is realistic — and whether Mastella is the right firm for it.

AlignedWe work on a high monthly retainer model that funds senior-led delivery throughout — not a commission structure that rewards getting any deal done.

Book a confidential conversation