Gousto, the food delivery service backed by Joe Wicks, the celebrity fitness instructor, has become embroiled in a bitter corporate governance row after excluding long-standing investors from a deeply discounted share sale.
Sky News can exclusively reveal that Gousto slashed its valuation from $1.7bn (£1.4bn) just over a year ago to less than $300m (£250m) last month when it secured £50m of new funding from some of its biggest shareholders.
The fall in valuation represented a cut of about 80% in 13 months, according to insiders.
Gousto has also secured another £20m in debt financing as part of its efforts to shore up its balance sheet, according to insiders.
While steeply discounted capital-raisings have become commonplace during the technology downturn of the past year, Gousto’s decision to shun investors holding just under 10% of its shares has sparked uproar.
The row has prompted several smaller shareholders to lodge complaints with the company’s board, which is independently chaired by Katherine Garrett-Cox, the former Alliance Trust chief executive.
Ms Garrett-Cox was hired in 2021 to bolster Gousto’s corporate governance standards as it seemingly headed towards a stock market flotation.
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The meal-kit delivery company was founded in 2012 by Timo Boldt and James Carter, two former investment bankers, with the former winning the accountancy firm EY’s prestigious Entrepreneur of the Year award in 2022.
Mr Boldt quit his job at the age of 26 to set up the company.
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Gousto sells subscriptions to recipe boxes and markets itself as offering healthy meals at value-for-money prices, with Mr Boldt describing the company’s ambition to become “the UK’s most-loved way to eat dinner”.
It has attained B Corporation status, which is awarded to businesses with strong ethical or environmental credentials.
Image: Katherine Garrett-Cox was hired in 2021 to bolster Gousto’s corporate governance standards
One investor questioned whether its B Corp certification was in keeping with its treatment of small shareholders, some of whom have backed Gousto since its earliest days.
A $150m fundraising in January 2022, led by the giant SoftBank Vision Fund 2, cemented the company’s “unicorn” status – referring to start-ups worth $1bn or more – and paved the way for some investors to reduce their holdings in a separate secondary share sale.
The SoftBank fund is not thought to have participated in the latest capital-raise.
It invested at a significant premium to the valuation that saw Gousto become a unicorn in November 2020, meaning it is now sitting on a huge paper loss on its stake.
Gousto’s other major shareholders include Unilever’s ventures arm, Fidelity International, the railways pension scheme Railpen and Grosvenor Food & AgTech, an arm of the Duke of Westminster’s vast business portfolio.
A number of institutions which are not currently shareholders in Gousto were, however, also approached about the so-called open offer of shares, according to one insider.
‘Something has gone wrong in the last year’
The decision to gauge the appetite of a number of prospective new investors has further angered the existing shareholders who were excluded from the process.
One investor said this weekend: “Gousto is a great business and Timo has been a great founder/CEO, but clearly something has gone wrong in the last year, and people don’t see the company taking action to resolve this.
“And then the company and big shareholders do this significantly discounted fundraise as an ‘open’ offer but does not offer it to all shareholders.
“Why would the board vote not to offer to all shareholders and why would these big funds treat their fellow investors like this? Are they doing this across all their investments?”
A spokesman for Gousto declined to answer questions about the capital-raise other than insisting that the open offer had been extended to over 90% of the company’s investor base.
Volatile economic conditions
The row at Gousto raises wider questions about shareholder rights at large private companies, particularly those which have gone through multiple rounds of funding.
While Gousto is not in any immediate financial difficulty, it told shareholders that the latest £50m was designed to steer it through more volatile economic conditions.
The governance row in which it has become embroiled has also prompted questions about the role of Ms Garrett-Cox and Gousto’s other independent board members.
Workforce slashed
The former Alliance Trust chief was forced out of that post following a battle with the activist fund Elliott Advisors.
This weekend, Ms Garrett-Cox declined a request to speak to Sky News.
A person close to Gousto said the redundancy round equated to fewer than 100 employees, implying that its announcement in 2020 that it would create 1,000 new jobs by the end of 2022 had failed to bear fruit.
The job cuts reflected the chill in investor and management sentiment towards technology-focused companies’ growth prospects in 2023, even as economic data suggests that any UK recession may be shallower than feared.
Surge in demand during pandemic
Prior to the latest funding round, Gousto secured $150m of new capital in January 2022, which was followed weeks later by a $230m secondary share placing.
It benefited from a surge in demand during the pandemic, and had said it aimed to double its workforce to 2,000 and open two further distribution warehouses.
In its 2020 financial year, Gousto saw revenue more than double to £189m, up from £83m during the prior 12 months.
It also reported underlying earnings before interest, tax, depreciation, and amortisation in 2020 of £18.2m, against a loss of £9m in 2019.
Bankers at Rothschild were retained some time ago to work on a flotation, although that is now unlikely to take place for several years.
A backer of Gail’s bakeries is in advanced talks to acquire Flat Iron, one of Britain’s fastest-growing steak restaurant chains.
Sky News has learnt that McWin Capital Partners, which specialises in investments across the “food ecosystem”, has teamed up with TriSpan, another private equity investor, to buy a large stake in Flat Iron.
Restaurant industry sources said McWin would probably take the largest economic interest in Flat Iron if the deal completes.
They added that the two buyers were in exclusive discussions, with a deal possible in approximately a month’s time.
The valuation attached to Flat Iron was unclear on Sunday.
Flat Iron launched in 2012 in London’s Shoreditch and now has roughly 20 sites open.
The chain is solidly profitable, with its latest accounts showing underlying profits of £5.7m in the year to the end of August.
It already has private equity backing in the form of Piper, a leading investor in consumer brands, which injected £10m into the business in 2017.
Flat Iron was founded by Charlie Carroll, who retains an interest in it, but the company is now run by former Byron restaurant boss Tom Byng.
Houlihan Lokey, the investment bank, has been advising Flat Iron on the process.
McWin has reportedly been in talks to take full control of Gail’s while TriSpan’s portfolio has included restaurant operators such as the Vietnamese chain Pho and Rosa’s, a Thai food chain.
The owners of the AA, Britain’s biggest breakdown recovery service, are lining up bankers to steer a path towards a sale or stock market listing next year which could value the company at well over £4bn.
Sky News has learnt that JP Morgan and Rothschild are in pole position to be appointed to conduct a review of the AA’s strategic options following a recovery in its financial and operating performance.
The AA, which has more than 16 million customers, including 3.3 million individual members, is jointly owned by three private equity firms: Towerbrook Capital Partners, Warburg Pincus and Stonepeak.
Insiders said this weekend that any form of corporate transaction involving the AA was not imminent or likely to take place for at least 12 months.
They added that there was no fixed timetable and that a deal might not take place until after 2026.
Nevertheless, the impending appointment of advisers underlines the renewed confidence its shareholders now have in its prospects, with the business having recorded four consecutive years of customer, revenue and earnings growth.
A strategic review of the AA’s options is likely to encompass an outright sale, listing on the public markets or the disposal of a further minority stake.
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Stonepeak invested £450m into the company in a combination of common and preferred equity, in a transaction which completed in July last year.
That deal was undertaken at an enterprise valuation – comprising the AA’s equity and debt – of approximately £4bn, the shareholders said at the time.
Given the company’s growth and the valuation at which Stonepeak invested, any future transaction would be unlikely to take place with a price of less than £4.5bn, according to bankers.
The AA, which has a large insurance division as well as its roadside recovery operations, remains weighed down by a substantial – albeit declining – debt burden.
Its most recent set of financial results disclosed that it had £1.9bn of net debt, which it is gradually paying down as profitability improves.
AA owners over the years
The company has been through a succession of owners during the last 25 years.
In 1999, it was bought by Centrica, the owner of British Gas, for £1.1bn.
It was then sold five years later to CVC Capital Partners and Permira, two buyout firms, for £1.75bn, and sat under the corporate umbrella Acromas alongside Saga for a decade.
The AA listed on the London Stock Exchange in 2014, but its shares endured a miserable run, being taken private nearly seven years later at little more than 15% of its value on flotation.
Under the ownership of Towerbrook and Warburg Pincus, the company embarked on a long-term transformation plan, recruiting a new leadership team in the form of chairman Rick Haythornthwaite – who also chairs NatWest Group – and chief executive Jakob Pfaudler.
For many years, the AA styled itself as “Britain’s fourth emergency service”, competing with fierce rival the RAC for market share in the breakdown recovery sector.
Founded in 1905 by a quartet of driving enthusiasts, the AA passed 100,000 members in 1934, before reaching the one million mark in 1950.
Last year, it attended 3.5 million breakdowns on Britain’s roads, with 2,700 patrols wearing its uniform.
The company also operates the largest driving school business in the UK under the AA and BSM brands.
In the past, it has explored a sale of its insurance arm, which also has millions of customers, at various points but is not actively doing so now.
By recruiting a third major shareholder last, the AA mirrored a deal struck in 2021 by the RAC.
The RAC’s then owners – CVC Capital Partners and the Singaporean state fund GIC – brought the technology-focused private equity firm, Silver Lake, in as another major investor.
A spokesman for the AA declined to comment on Saturday.
On Friday, after a period of relative calm which has included striking a deal with the UK, he threatened to impose a 50% tariff on the EU after claiming trade talks with Brussels were “going nowhere”.
The US president has repeatedly taken issue with the EU, going as far as to claim it was created to rip the US off.
However, in the face of the latest hostile rhetoric from Mr Trump’s social media account, the European Commission – which oversees trade for the 27-country bloc – has refused to back down.
EU trade chief Maros Sefcovic said: “EU-US trade is unmatched and must be guided by mutual respect, not threats.
“We stand ready to defend our interests.”
Image: Donald Trump speaks to reporters in the Oval Office on Friday
Fellow EU leaders and ministers have also held the line after Mr Trump’s comments.
Polish deputy economy minister Michal Baranowski said the tariffs appeared to be a negotiating ploy, with Dutch deputy prime minister Dick Schoof said tariffs “can go up and down”.
French trade minister Laurent Saint-Martin said the latest threats did nothing to help trade talks.
He stressed “de-escalation” was one of the EU’s main aims but warned: “We are ready to respond.”
Mr Sefcovic spoke with US trade representative Jamieson Greer and commerce secretary Howard Lutnick after Mr Trump’s comments.
Mr Trump has previously backed down on a tit-for-tat trade war with China, which saw tariffs soar above 100%.
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3:44
US and China end trade war
Sticking points
Talks between the US and EU have stumbled.
In the past week, Washington sent a list of demands to Brussels – including adopting US food safety standards and removing national digital services taxes, people familiar with the talks told Reuters news agency.
In response, the EU reportedly offered a mutually beneficial deal that could include the bloc potentially buying more liquefied natural gas and soybeans from the US, as well as cooperation on issues such as steel overcapacity, which both sides blame on China.
Stocks tumble as Trump grumbles
Major stock indices tumbled after Mr Trump’s comments, which came as he also threatened to slap US tech giant Apple with a 25% tariff.
The president is adamant that he wants the company’s iPhones to be built in America.
The vast majority of its phones are made in China, and the company has also shifted some production to India.
Shares of Apple ended 3% lower and the dollar sank 1% versus the Japanese yen and the euro rose 0.8% against the dollar.