RBS reels in FreeAgent for £53m

RBS snaps up FreeAgent for £53m
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Edinburgh-based accounting software developer FreeAgent has become part of the Royal Bank of Scotland Group in a deal worth around £53m.

The current holder of AccountingWEB’s top prize for small business accounting software, FreeAgent has built up a loyal base of 50,000+ users among freelance/microbusinesses and their accountants.

FreeAgent listed on AIM at a price of 87p in November 2016. Under the RBS bid, each shareholder will be entitled to receive 120p cash per share, valuing FreeAgent at approximately £53m.

The link-up with RBS is not without precedent. Since the end of 2017, the bank has been offering FreeAgent software to business banking customers for the past few months. According to the deal announcement, more than 10,000 RBS customers have signed up for FreeAgent since then.

FreeAgent CEO Ed Molyneux told AccountingWEB the acquisition grew out of the success of the collaboration and that the developer would continue to operate independently. “We have worked with the bank for past few years – but especially in the last six months, they’ve seen how we can operate at speed and deliver, and that’s what they’re buying into. That’s the bit we need to preserve.”

For FreeAgent, the tie-up with RBS gives it immediate access to one million customers. Under the original tie-up, RBS customers gained access to FreeAgent at no cost. Originally, accountants were charged a £3 monthly fee to access interactive client banking data, but that charge has been dropped.

For RBS, having its own software platform means it will be able to cross-sell additional services and conduct top-level assessments of business performance and risk.

According to Molyneux, the combination of open banking and Making Tax Digital are changing the accounting landscape and it was a natural progression for the software to become part of the bank’s offering. “The lines between banking and accounting will be very blurred – as they’ve been blurring in accounting and tax. Our job will be to deliver an integrated banking/accounting experience. It’s going to be a game-changer,” he said.

There are a lot of different scenarios for FreeAgent customers and accountants to consider. Molyneux said that FreeAgent would continue to offer the same level of support to customers who banked elsewhere and played down the suggestion that there would be a sudden rush of bank account migrations to take advantage of the RBS arrangement.

“The primary thing is simplicity and lack of friction in the accounting and banking experience,” he said. “That’s what we think is driving value overall.”

Molyneux will continue to lead FreeAgent, but with a new board that reflects the ownership change. “The goal is to make sure FreeAgent stays as autonomous as it can be, because it’s trying to preserve what makes us valuable.”

The bank has put in its cash, but Molyneux said most of the staff shareholders at the company are rolling their holdings into the new holding company. “We still a fair amount of skin in the game and are financially committed to the partnership. We’re not going anywhere soon and this gives us a great platform to deliver on our vision.”

About John Stokdyk

John Stokdyk, AccountingWEB head of insight

AccountingWEB’s Head of Insight has been with the site since 1999 and likes to spend his time studying accountants’ technology habits. When not nerding out, you can find him exploring obscure indie music and searching for the perfect organic sourdough loaf from his base in Brighton, UK.

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28th Mar 2018 09:46

Really pleased for Ed, Kevin and the people @freeagent and makes business sense. Downside is that the deal is this way around, I hate any of the big 4 getting more influence, but at least this one is Scottish.

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28th Mar 2018 09:55

"For RBS, having its own software platform means it will be able to cross-sell additional services and conduct top-level assessments of business performance and risk."

now that is the scary bit, and why you should never EVER give your bank access to your raw accounting data.

How long will it be before banks are pulling loans from customers who's accounting is in a mess and looking like they are losing money when they are not?

The very last person you want to give raw data to is your bank.

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to ireallyshouldknowthisbut
28th Mar 2018 11:56

Suppose it depends on the relationship you have with your bank. I agree if I used any of the the big four I'd not see any benefit in letting them have access to my accounting info, but would have no problem with the bank I use as I trust their integrity and motives.

Having said that if I went to any bank for a loan and, when asked if they could see my management accounts and whether I was making a profit, I said "god knows my books are a mess" would I be surprised at their denial?

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to Paul Scholes
28th Mar 2018 13:48

That isnt the point. Banks are notorious for pulling loans and/or forcing you into factoring your debts or similar which is highly profitable for them. If they are using the data from your accounts software as an 'early alert' you could be strong armed down that route well before you have time to sort it out, or indeed in circumstances where you simply haven't booked in the revenue properly and you are showing (on paper) a massive loss which its just poor accounting.

I'm not sure if you have ever dealt with a failing business, but its a real battle to keep all the plates spinning and trying to exit with dignity and/or some cash. The one person you dont talk to is the bank if you have a loan as you will be out of business by the end of the day.

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By Mr_awol
to ireallyshouldknowthisbut
29th Mar 2018 12:42

There are many reasons why you might not want the bank to have raw data - and one large factor is that they just don't understand what you give them at them moment! God knows what conclusions they could jump to with too much information. Examples I've had of the idiocies of banks include:
- Client cant afford a loan as he only earns £8k (salary was, of course, topped up by dividends)
- Profits have tumbled, overdraft reviews switched to six monthly (client made one off pension contributions of c£100k)
- Client must be in trouble as overdraft has been increasing steadily for several months with hardly any monies paid in (client was a farmer awaiting sale proceeds from his annual harvest)
- Accounts are wrong. They only show £300k turnover and no Investment properties but client's website shows that he has almost a hundred properties to let (client was a letting agency. Even after explaining this the bank insisted I should change the accounts to show gross rents as TO and payments to landlords as COS)

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By Mr_awol
28th Mar 2018 10:43

Absolutely agree with ireallyshouldnt.......

FreeAgent is actually not a bad bit of software. Ive moved someone from it to Xero and they are now paying twice as much for software that doesn't work quite as well for them in many ways - plus Xero charge extra for the projects module! I've had to discount the service to compensate for this as the client has changed on my request. The positive side is that we can get data from Xero better so the accounts prep should be easier.

I'm not sure if the free supply from Natwest gave RBS any access to the client data - may have been in the terms and conditions but if the new arrangement allows freeagent to share customer data with 'group companies' then maybe we should be giving clients some serious health warnings about using freeagent if they are a Natwest/RBS customer.

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By emilyi
to Mr_awol
28th Mar 2018 14:06

To get the free software you do have to consent to sharing your FA data with the bank.

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By Mr_awol
to emilyi
29th Mar 2018 12:28

I thought as much. I've had a couple use it but not many so will make sure I warn any clients who might be considering taking NatWest up on this offer.

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28th Mar 2018 13:30

In these days of data not being properly controlled ... let me see... RBS owns FreeAgent ... HM Government owns RBS .. would there be any leakage between FreeAgent and HMRC ??

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to danielgricks
28th Mar 2018 16:41

I totally agree. Not for one second do I believe RBS would not misuse the data regardless of whether you have signed up for free version our not.

RBS have pictured record.

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By Tornado
29th Mar 2018 11:50

I can see where RBS is coming from, and the arrangement may suit some businesses, but it just seems to be wrong to give any bank so much information, and chain yourself to that bank, especially if you have no borrowing requirements from that bank.

Is FreeAgent so good that it is worth the price of allowing RBS full access to your accounting records and possibly other bank accounts (with other banks) as well?

There are equally as good other alternatives.

It may be marketed as Free, but the marketing opportunities to RBS will be worth many times more to them than the cost of the software, and looking at the video, it seems that Accountants will be expected to assist their clients in using this software as well. How much support will RBS provide for free and how much will Accountants be expected to do?

From what I can see, FreeAgent is regarded as good quality software, but this is a bit of a scary new way for people to use it, on the pretence that it is Free.

To me, this just reinforces my view that MTD software should be provided by the Government for all to use. At least the confidential information will be held by the Government, although it should still be possible for people to use commercial software if they wish.

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29th Mar 2018 13:05

Withe regard to Books+Bank think we will have to get used to it with open banking and the fact there are now an increasing number of Banks+Books, eg Tide & Countingup

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By Tornado
29th Mar 2018 13:09

I think we at that situation again where the banks need to decide if they are Banks or Accountants.

I remember when Self Assessment was introduced and many banks thought it would be easy to make money from assisting people with the filing of Tax Returns.

The customers would just turn up with their information, the bank would type this into computerised blank Return and, Hey Presto, job done and fee received.

The problem was, (as all Accountants in practice will know), the client invariably does not turn up with all of the required information and particularly not if they have business or rental income. The missing information could take weeks or even months to obtain.

That idea was soon dropped.

It may end up the same with this situation. Just how much do bankers want to get involved with the day to day running of their customers businesses?

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30th Mar 2018 14:39

Just to address some of the points raised in these comments, FreeAgent will continue to operate on an operationally independent basis, and there will be no changes to our brand, to our existing management team or our approach to business.

As we do now, we will continue to focus on both customers who come to us directly as well as our accountancy practice partners, and we will absolutely continue to provide the best possible experience and support for any customer or client whether they bank with NatWest, Royal Bank of Scotland or any other bank.

In fact with the advent of Open Banking we will soon be able to support even better bank transaction feeds than we do now for all of the major banks - and likely every UK bank in the not too distant future.

Specifically on the points relating to access and use of data, there will be no financial information shared with RBS without prior explicit consent from the user, and this will not be a requirement to use FreeAgent.

With the new GDPR regulations coming into force in May of this year, users will be able to choose to share financial data or not, know how that data will be used, and how they can stop sharing data should they wish. We've been working towards this over the past few months and are on track to deliver these capabilities in advance of GDPR coming into effect.

Shared data will not include personal details of customers and suppliers as we cannot be sure the necessary consents will have been obtained for that data itself to be shared.

I hope this helps, but we would of course be very happy to answer any other questions either here or feel free to email me on [email protected] directly.

Kevin McCallum
Chief Commercial Officer
FreeAgent

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By Tornado
to Kevin_McCallum
30th Mar 2018 15:22

Thanks for that Kevin

As someone who is still looking for MTD compliant, no frills software to recommend to my smaller clients, your assurances are helpful.

To put is simply, it is only those that want the software for free that will be required to share accounting information with RBS, otherwise anyone can use the software (and pay for it) without having to share data with RBS, even if they already bank with RBS or any of its group members.

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to Tornado
30th Mar 2018 16:47

That's exactly right, and we do look to very transparent with this for all users, even in advance of the GDPR changes in May.

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to Kevin_McCallum
30th Mar 2018 15:45

Thank you Kevin for replying to this post. I mention the RBS issue to a member of your staff at RBS event about RBS using the data on the Free Version in Glasgow. I was brushed off saying that they I was the only one who mentioned it. This is clearly not the case. That response did not leave a good impression on me.

I certified as a Free Agent Expert and I really like the software. I admit I put a halt to this and recommending it to clients due to the brush off.

My understanding is on the paid version that is not the case, but do you know what it is not clear. Personal view but I think it should be made very clear in the T and C for the paid version that no data will be exchange with RBS under any circumstances. It is clear that you will have a marketing issue here with accountant partners.

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to sarah douglas
30th Mar 2018 16:56

I'm sorry to hear that Sarah, and I like to think we are normally very responsive and helpful in our interactions with our customers and partners.

I'd be happy to meet with you at our offices if you are Edinburgh at some point in the future and we could maybe discuss this further?

Your understanding with regards to the data sharing agreement is correct, and whilst we always look to be clear and transparent in everything we do - as well as in our t&cs - we will continue to make sure this is laid out in the necessary detail, especially for our accountant partners.

Thank you for the feedback.

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to Kevin_McCallum
03rd Apr 2018 12:18

Like Sarah, we actively promoted FreeAgent.
However, when clients were given the choice between free software from NatWest and a monthly fee through us, they all chose paying the fee to ensure only we had access to their accounting records (NatWest T&Cs gives them access).

I think that unless FreeAgent is to succeed with accountants who do not want their clients’ data to be shared with anyone except themselves, they need to be extremely clear and simple in their T&Cs who has access to it and who doesn’t (none of the ‘group companies / associates’ or legalese clap trap that Facebook uses).
Of course, that is possibly not what RBS wants.

Regarding FreeAgent’s responses, we know how poor data protection law is in protecting data so making reference to GDPR irrelevant. And as Sarah has found, what is said publically is not always what we experience on the ground.

If Free Agent want to persuade us that our clients’ data is safe they need to get approval from RBS to put this in clear and simple T&Cs which clearly ‘ring fence’ it. A few responses in AW’s blog is just not good enough.

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to Kevin_McCallum
03rd Apr 2018 12:20

Like Sarah, we actively promoted FreeAgent.
However, when clients were given the choice between free software from NatWest and a monthly fee through us, they all chose paying the fee to ensure only we had access to their accounting records (NatWest T&Cs gives them access).

I think that unless FreeAgent is to succeed with accountants who do not want their clients’ data to be shared with anyone except themselves, they need to be extremely clear and simple in their T&Cs who has access to it and who doesn’t (none of the ‘group companies / associates’ or legalese clap trap that Facebook uses).
Of course, that is possibly not what RBS wants.

Regarding FreeAgent’s responses, we know how poor data protection law is in protecting data so making reference to GDPR irrelevant. And as Sarah has found, what is said publically is not always what we experience on the ground.

If Free Agent want to persuade us that our clients’ data is safe they need to get approval from RBS to put this in clear and simple T&Cs which clearly ‘ring fence’ it. A few responses in AW’s blog is just not good enough.

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