I learned every lesson the hard way for sure. It's not necessary to do that yourself.
I don't like to lowball anyone. I like to come to the table and be really clear about what we're doing here.
And if I'm offering a number, it's not because I want to. Yeah, you're exactly right. There is that tension.
Yeah, thinking of it as with any deal that I've since done a few other deals.
It's just never done until we could see with a product like Square One that you could lift up a whole country by helping our next generation to be better with money.
I think that's still I would have loved to go back and have a word with myself.
Would love to.
Welcome to two commas, the podcasts where we talk about seven figure plus exits.
This is all about exits and all about the journey and the lessons learned along the way.
Today, I'm really excited to have on the show Jovan Pavlicevic.
I've been taught how to say that correctly, and I hope that I got it right.
Jovan has a bit of a storied career in and around entrepreneurship, and he's got a real journey to share with us in his process to getting to a sale experience.
And so, Jovan, thanks for coming on the show today, brother.
Great to be here, mate. Thanks for the invite.
Nice. So I always like to kick off with a bit of a backstory, actually.
So my research had dug up that you love motorcycles. That's perhaps less professional than it is personal.
You were a firefighter, started a business in a foreign country. I'm probably stealing some of your thunder here, but give us the potted couple of minute version of your backstory, if you could please, Jovan.
Far out, mate. Yeah, there's a good researcher there, obviously.
Yeah, on the personal side, I love my motorbikes and we could probably sit here and do an hour on that if you want.
Another podcast.
Yeah, never managed to go professional, but still waiting on that phone call from my team Yamaha.
I'll call some people and see if we can arrange something.
Thank you. Yeah, and I was a firefighter, actually.
I think I don't know the exact stat, but it's something like 90 or 95 percent of the New Zealand Fire Service's volunteer.
So I was a volley. This was going back a few years now as well.
Down in Littleton. I lived in Christchurch for a few years in Littleton, just through the tunnel there.
And I think at the time it may still be that was the, if not the only one of the only ports in the world that was looked after by a volunteer brigade.
So, yeah, some super interesting, super exciting experiences with that and loved the academic side as well as the kind of the physical nature of it.
Yes, that was that was kind of very early years, fresh out of school, those kind of years.
And then made my way over to the UK and thought I would go for a few weeks or maybe a couple of months and ended up 12 years later having.
Yeah, got married, started a family, started and sold my first business over there.
So it turned into into quite a journey in the UK. Yeah.
Yeah. Now back here. Took a few years off after that and looked at a number of different opportunities, but conscious,
I guess, as your audience will know as well, that kind of that journey of of building something.
It's pretty it's a marathon. And so, yeah, I took a few years off after selling forest, my first business,
and then launched into Square One and Emerge. And that's been it's been keeping us pretty busy for the last sort of three years.
Yeah, love it. We'll come back mid to late in the conversation and talk about Emerge and Square One,
because there's a great story to be shared there. But you mentioned along the way that building a startup is a marathon.
And sometimes it feels like a marathon that you need to sprint in.
So it could be a series of sprints that are in the distance of a marathon.
There's many analogies that we could draw there. But let's let's come back to that later on.
So I'm curious. So Forest was a financial advisory firm.
Talk me through the origins, like how you got started, what opportunity you saw in the marketplace and that sort of thing.
Yes. So we, Forest was an ICAW member firm, so Chartered Accounting Practice, FCA regulated financial advisory.
The bread and butter of it, really, there were there were a handful of different products or lines of business.
The bread and butter of it was mostly around outsourced employment.
So it's not a it's not a concept that's huge here in NZ, but it's pretty well developed market in the UK, in the US and Europe,
countries where you've got these much larger workforces, I guess.
And I could see an opportunity where this was still being done by by and large by really sort of dusty, old fashioned accounting firms.
And, you know, the sign up process would involve sending people stacks of paperwork and then things would get lost in the post and need to be signed in triplicate.
And then you needed to as well as an individual to sign it, their agent needed to sign it.
And it was sort of it really was pretty bonkers to me that we were doing it that way when I could see all of this.
I could see this was kind of mid 2000s, I guess.
You could see that so much was moving online.
And so that was really the opportunity that I saw was to take that business model and digitize it effectively,
make it easy, remove all the friction, I think, just as a person, I can't stand friction.
If there's an easier, obviously easier way of doing something, I sort of go, why, why do you make me do this?
Why, when you've asked me to write my name down on a piece of paper, do you then make me write it down on another piece of paper or write my full address out five times?
But you know my address, you've already made me write it down.
Don't make me do it again and again and again.
So yeah, it comes probably just from a personal frustration, wanting to remove friction,
make things easy when it's obvious that it doesn't need to be that way.
And it's only been made difficult because it hasn't been thought through.
So I guess that was the genesis of that.
You know, you asked about what the opportunity I could see was, and it was to digitize all of that stuff and make it really simple,
where it was just needlessly complicated before.
There's an interesting theory that goes along the lines of I think it's called complexity theory.
And if you subscribe to the fact that the universe is ever expanding or the universe is ever expanding,
then what that naturally means is that the world and the space in which we live is gaining complexity day by day.
And with the rate and pace of change in the world that we live in today, that paradigm is no truer than the experience that we have of just being a human being.
There's more and more products, there's more and more advertising, there's more and more solutions, there's more and more content that's being pushed our way.
And so you have to resist getting drawn into complexity.
It's very easy to kind of get stuck into that thing.
Tina, my wife and I have a question that we ask ourselves if we kind of find something quite challenging, quite difficult to do.
How do we make this easy?
And it's not because we're trying to find a lazy way around doing something,
but it's more because if you let it, you can have a deep degree of complexity turn up in things that doesn't need to be there.
And so I love that the origin story of Forrest was essentially a question of how do we make this process and this experience easy and better for the stakeholders that we serve.
So I'm always interested when people are starting something, which is a new offering in the marketplace, and they're essentially, I'm guessing, attempting to disrupt.
You mentioned the the whare dare, you know, kind of fairly antiquated approach competition that you were dealing with.
In that space, when you're a challenger, there's always kind of big inflection points.
And those are the things that lead you, springboard you from kind of where you are to where you want to be.
There's never just one. Sometimes there is just one, but there tends to be a sequence of those things.
But those kind of inflection moments, those sliding door, perhaps moments, the things where it was really, really supportive of you achieving the things that you wanted to achieve.
So what are one or two of those things that pop out in your memory when you were going through the process of building Forrest?
Gosh, yeah, we're going back a few years, but.
There are also negative inflection points. Yeah, those are in a way.
Yeah, I'm more memorable.
But on the on the growth side and kind of on the on the positive side,
one of the things we did was come up with the idea for the first white label in that industry.
Yeah, that was that was really interesting and then managing to win a couple of partner clients who took that service up.
OK, so you built your own IP, white labelled it for others to be able to take into the market.
Yeah, that's a pioneering move. I love it.
Yeah, that was that was a lot of fun. And yeah, it was it was kind of pioneering, actually, now you use the word.
At the time, so it took a took a bit of bravery on behalf of the those customer partners to take something like that on when it had never been done before.
That was certainly one. Yeah, I think.
There were a lot of those steps on the journey, and what I what I noticed was,
I guess we started like right in the doldrums of the the credit crunch.
City of London, financial services. This was kind of like late 2011.
So, yeah, 2008 onwards, it just been getting, you know, really, really tough.
And so, yeah, we started in a room kind of half the size.
This is about the size of a big bedroom, by the way, if you can't see at home on the camera with a desk and a sheet of paper.
Yeah. And yeah, learn to it's kind of a cliche saying, but run on the smell of an oily rag, you know, super lean.
And that served us pretty well. We grew with that mindset.
And when once once the tide started to turn and and economy rising, tidal lifts, all boats and all of that,
you know, the clients that we had to work really hard for to win,
you know, their fortunes all of a sudden start to look a lot better.
And so we've on boarded this good kind of stable of of really happy, loyal customers.
And we've been with them kind of either either since their inception or through their really challenging times.
And we've we've done whatever we can to support them. And then they start to grow.
So they're super loyal. So as well as growing the customer base, you know, all of our customers were we're growing pretty quickly.
So that's I don't know if that's like a single inflection point,
but it's it's a big part of the the story was just noticing that we launched in that really, really crunchy time
and then seeing things after, you know, probably a good three years.
And by that stage, of course, as well, it's it's the kind of test, you know, at the start.
Well, who are you? How long have you been in the market? Can we can we trust you with our business?
You know, a new company. So after you've been around a few years and proven that you can get through sort of those challenging times,
things just started to go from strength to strength.
And then, yeah, those first white labels were another big inflection point for sure.
But as I say, you're probably the the more memorable ones are some of the the negative inflection points.
But you dwell on whether or not you want to share one of those.
What I've heard you say there is a combination. My distillation of it is discipline around financial control and expenditure at the outset.
Smell of an oily brag perseverance. So not taking no for an answer and then innovation.
So they sound to me like they were kind of three pillars that you built forest on.
Is there one of those negative inflection points that you wanted to share?
Because what do they say? We learn more from the things that don't go well than from those that go well.
You know, you either succeed or you learn as the positive way to frame it.
But the not succeed is potentially failing. You know, that's just a framing question.
So talk about one of the talk us through one of those things.
Yeah, one of the more memorable ones, and it sort of came towards the end as we were gearing up for sale.
We'd had a customer borrow pretty substantial amount of money.
Bear in mind that we weren't a lender. This was done on a business relationship level to a pretty reputable person
who had been around in that industry for decades, had held governance roles, etc, etc.
So, you know, the word of that person was pretty well respected.
And so, yeah, we lent a not inconsiderable amount of money on a personal guarantee basis.
And yeah, you can probably guess where this goes.
We're good for forest.
We didn't win. We learned on that one.
So did they just disappear with the money?
Yes. Yeah, yeah.
So we kind of fled the country and then it unraveled that we were kind of just the last in a quite a string of businesses
who'd found themselves in that situation.
Wow. That's abhorrent.
So kind of a Ponzi kind of thing. And they were just fleecing businesses along the way.
And yeah, that's disgusting. Yeah.
Yeah, that would have been tough. Pretty incredible.
And outward appearances of driving luxury cars and owning horses and things like this.
So, you know, when they ask for the money, it's just a paltry amount.
Yeah, yeah, yeah. So that was a big learning.
Yeah, that's tough. Yeah.
As a consequence, I presume now that you would lend money only with security that would be involved or something different?
Yeah, yeah, yeah. You would have to have a discussion about that off the air.
Yeah, totally. That's fair. That's fair.
So you mentioned that that was on the way when you were getting close to the exit.
So talk us through the journey just directly before you decided that now might be the right time.
So what was going on in the business? What was going on in your life that led you to go?
Tommy could be right for us to look at selling this thing.
You were the sole founder, by the way, or do you have a co-founder?
Yeah, sole founder and brought in a really, really strong FD as a business partner, sort of a year or two down the line, which worked out really well.
So, yeah, the question was what was going on around or what triggered the sale almost?
Yeah, so I could foresee when we started, we were one of probably you could count the providers on one hand.
And after five years, it was getting on for five, six hundred, maybe, in the market.
And it absolutely mushroomed because it was a very lucrative business model, relatively low barriers to entry,
no sort of defensible IP around services business.
So that encouraged a lot of people and not all of them great operators or well intentioned.
So it encouraged a real rush into that space.
And so we were kind of in that second tier, I guess, if you think of it as analogous to kind of law firms or banks or things like that.
You've got the kind of the big four and then, you know, another tier below that and then kind of maybe everyone else.
And so we were in that, you know, pretty well established in that second tier.
And, you know, I could just foresee, you know, there are a lot of legislative changes coming through,
a lot of just political, social, economic changes happening.
And I just could see that this business model was becoming increasingly commoditized.
We've done a lot to differentiate on on brand.
And we're really pretty successful with that.
But I just could see that the newer operators, more and more people entering the market,
they were increasingly smaller and smaller firms.
You get down to sort of one two person bands and the only vector they could compete on its price.
And so then corners get cut on compliance.
And it was just it was becoming increasingly commoditized.
And so I thought there'd be some kind of great consolidation or something was going to was going to happen
because of that, that just the mushrooming that had occurred in that space in the five years that we'd been operating.
Yeah, coupled with that young family, both Kiwis and first daughter was ready to start school and second run on the way.
So it had kind of been for the for the previous few years, kind of one more year, one more year.
And the business is going, well, we'll give London one more year after 12 years or so there.
We've been giving it one more year for a few years.
And so, yeah, real combination of all of that stuff.
Ready to ready to draw a line under that time in the UK and get back back home to NZ.
And yeah, we had we had an adviser come in around that time.
And this was another inflection point, probably, who was looking over everything.
And I would describe myself as a pretty enthusiastic amateur at the time.
I probably still am. Every day is a school day.
So, yeah, he came in and sort of looking through everything and went, well, that's quite a good little business here.
You could sell this. And I went, oh, really?
I just it had never occurred to me that that might be a thing.
So, yeah, with that kind of idea planted in the head and looking at what was happening in the industry and trying to find someone.
There were a few kind of bigger players or other players who were more bullish and potentially looking to consolidate.
So, yeah, just started kind of feeling those conversations out.
And basically, as soon as I opened those conversations, it all happened really quickly.
How did you do that? So you started feeling those conversations out.
This this kind of initiation thing is of interest to kind of a lot of people when they believe that there might be a logical acquisition partner.
But how did you do that? Did you do it yourself or did you have a broker that was involved or an IB or took us through that early conversation initiation piece?
It's a very boring, simple answer. I just got on the phone.
You rang people up. Did the old school hustle.
Just ring people up and say, hey, hi.
I'm Jovan. Yeah. Would you like to chat?
Right. Wow. Yeah, that's simple.
I mean, I love that that's a from the outside, people would go, that's a little bit of a naive thing to do.
But if it got you the result that you wanted to get, then it doesn't matter.
You know, bring the naivety to the table.
I probably displayed my my naivety through that process.
You know, and we were talking a little bit earlier about how much there is to learn in that process.
And yeah, I learned every lesson the hard way for sure. And it's not necessary to do that yourself.
Yeah, you can definitely learn from the mistakes of others and the wisdom of others.
People, this has been done millions of times.
So there's no need to, as I did as a first timer, go through that and learn every lesson the hard way.
So you picked up the phone. You hustled some people that I presume were competitors.
Was it how did you establish who were the right businesses to call and then talk us through that kind of early couple of three months or so where you're talking to people that could be potential acquirers?
So, yeah, it was chatting. It was through there was there was an introduction there.
Or a suggestion of making contact. So I'd been talking to other peers in the industry,
co-op petition, I guess. And one had recently been acquired.
And so, yeah, just said, oh, who have you sold to?
And ended up starting that conversation that way.
At the same time, we had an offer from a customer who was staggeringly large,
by far and away the biggest customer we'd ever interface with, PLC global beast.
Of the size of the likes of an IDECO or some of that kind of nature, global footprint.
And a real marquee customer for us to get on board.
And we were in conversations with their executive team to it wasn't a deco, by the way, it was a company like that.
And that sort of stature. And yes, we were in conversations with them to
to basically replace all of their suppliers.
And with this, I've mentioned we'd sort of kicked off that white label concept and
yeah, for them to do kind of like an in-source move or vertical integration and bring that capability in-house
through purchasing us and then connecting us to drink from the fire hose
and basically replace all of those that for that full suite of suppliers.
And yeah, so we had the choice to kind of go on that journey.
And I was looking at that like it's a massive kind of doubling down and staying at the you know,
I had that that option, I guess those two options at the time running in parallel
to kind of exit or double down. And then there was a third one at the time, which was somewhere in between the two.
OK, so the middle option was a partial exit, but you would have had to do a reasonable earn out,
but then manage that transition for that business so that they'd be able to realise the vision that they had for your company.
Yeah, the middle one close. Yeah, they were and they ended up pulling it off actually quite successfully.
Really good team consolidating a large group of companies into one with all sorts of different capabilities or specialisms
and then doing a roll up and a kind of a. What did they do in the end?
Trade sale, private equity sale. Yeah, OK. And they did they did that pretty well in the end.
But sorry to interrupt you. There was a third option that you've been in head of the table, which was kind of in between the first,
which was essentially a sell to a bigger competitor, the second, which was a vertical integration opportunity.
So they go further down up the stack, whichever way and look at it. What was what did the third look like?
The third was that last one. Sorry, that was where they were doing this kind of roll up into a big group.
OK, yeah, which was sort of halfway between the two. Yeah, well, I would have held a,
you know, a small stake going forward and then been part of that group with that aim of the sort of private equity exit.
Yeah, so they did pull that off sort of six or seven years later. Wow, OK. Pretty cool to see.
These things take time. Yeah, yeah, yeah. So you had the plucky Kiwi thing.
You initiated a few conversations that led to some more serious conversations.
I'm guessing that you then had the pre-courting kind of, you know, what do you want to achieve?
And they're asking you the same thing. And what's your number? And you're playing all coy about this kind of thing.
So typically what tends to happen is people get into the DD process with one company.
So is that kind of how things played out for you and how did you pick which was the likely suitor for you?
We were in DD kind of with all three, really, at once.
And we did end up with these three offers.
And if I were a bit smarter at the time and a bit better negotiator,
I might have managed to try and sort of play them off against each other in some way.
But I didn't really dive into that too much.
You were doing this alone as well, weren't you?
You didn't have a team of advisors that were around you to give you the suggestions.
Yeah, this is the other thing, right? I really was just navigating this all for the first time.
Just flying solo. And so, yeah, yeah, there was a real lack of of guidance through that through that process.
We had some accountants, we had some lawyers and reasonable,
probably not not top, top tier lawyers, but pretty well, they charged enough.
They felt top tier. Yeah, yeah, yeah, yeah.
They have very nice salmon sandwiches and things when you need to visit them.
It's a great way to assess lawyers' competence as the quality of the triangle sandwiches.
That's it. That's it. And especially in London, right?
There's great sort of heritage in some of those.
You know, you've got to be in the right postcode to to be considered a golden circle.
I think so. Yeah, yeah, yeah. Anyway.
But yeah, they were sort of advising on the deal, but they weren't.
Yeah, it was more paperwork, box ticking kind of stuff rather than being being an advisor advisor.
Yeah, they weren't so much a deal advisor as they were like a technical contractual advisor.
And the accountants would have been probably a valuation advisor around the cash flow and the gross margin and that sort of thing.
And what dollar returns might have meant. So excuse me.
The thing that would have been super helpful by the sounds of someone that had been through that journey before
that had understood what an M&A process looks like and how to enable the founder to structure a deal that works really well for them.
So that's such a useful person to have on your side when you're going through that journey.
The thing that I do like about what you did, though, instinctively, you built deal tension through having three companies go through concurrently
because it's very hard to create that if it doesn't exist.
And so tension leads people to A move a bit quicker, they probably think they need to put their best foot forward in terms of the deal structure as well.
And so you had three that were working through. Did you end up with three offers for the company?
Yeah, yeah, two, the sort of straight exit and then the be part of this roll up for private equity.
And then the third one with this customer who was looking at that kind of vertical integration that was ongoing and sort of final stages.
Yeah. Which one did you pick and why?
In the end, just the straight exit.
And. You know why it was a combination of things, wanting to get back to NZ and
feeling I was kind of done with that industry, I guess, and the idea of staying on with a very minimal percentage holding and something that,
you know, may go somewhere one day, but would still require some input.
But from New Zealand to London, that seemed a bit kind of challenging.
And so you ended up taking the straight exit. Yeah, yeah, yeah.
It's coming coming to NZ. Yep, seems prudent.
So what was the what were the terms of the deal? As much as you can share about that.
Yeah, gosh, I'd have to dust off the old emails.
Terms in respect of the way the valuation was established and whether there was any kind of warranties that you needed to provide,
anything that was any gotchas at the back end of the deal and whether it was all cash or whether it was paid out over a period of time.
It's really the first and the last that I'm interested in. So how did they establish what they believe to be a fair value?
And then how was the money going to end up coming across to you and what tranches, etc.
Yeah, OK, so we the valuation was as I find it always is now having done a few capital raises and things since.
Yep, a lot of a lot of spreadsheets and rigor can be applied to things.
And then I think it's like with any purchasing decision, I believe, from a pair of shoes to a business,
people buy with their hearts first, don't they? And then, you know, you then you rationalize it afterwards and make the spreadsheet that fits with that.
Fits your narrative. Yep. So, yeah, we went through that dance.
And as you say, there was that little bit of competitive tension as well.
Well, yeah, I could have done a lot better job of that at the time.
So we went through that process. The other guys had a, you know, their sort of formula on how this should be done.
They'd made a couple of acquisitions. Their kind of stated vision was to to acquire a handful of these type of businesses and to roll out the forest way,
our way across the group. And so they'd done three or four, maybe smaller acquisitions.
And this was the biggest one. And so, yeah, they they came with a pretty clear idea of how they thought it would be valued.
We had our own thoughts on that. So it was a yeah, there was there was a robust sort of back and forth.
How big was the delta between what their idea was and what yours was?
Was it let me talk about percentage points rather than dollar points.
Were you kind of five percent apart or were you fifty five percent apart kind of thing?
Probably more like somewhere between 30 to 50 percent.
OK, that's significant. A bit of a bit of a gap.
That's interesting, because often if you imagine buying an asset of any reasonable value, like a house, for example,
and I'll just make a number up, let's say you're buying a house for a million dollars
and they wanted one and a half million dollars, you know, that that 50 percent delta is if you were to receive that offer
as the person that wanted one and a half and you got one million dollars,
you'd probably walk away because you're never going to close that delta. Right.
So what made you believe that you might be able to get closer to it?
And then what did you do to close that gap?
Good questions. What made me believe it?
I'm just a radical optimist. And as you picked up earlier, you know, not necessarily taking the first no.
And, you know, we had that we did have that bit of competitive tension to keep banging that way on that same point.
But that that helped as well.
And I believed that that was just a kind of a cheeky lowball
to start things off and I could I had a pretty good sense.
Like, I mean, yeah, I don't like to.
Lowball anyone and anything, you know, I like to to come to the table and be really clear about what we're doing here.
And and if I'm offering a number, it's not because I want to start here and then see if we can work our way.
That wasn't their style. So that was very, very, very much not their style.
And so they were really, I mean, pretty different sets of people fundamentally as well and quite different approaches to to work into business and to to negotiation as as we were finding out.
So, yeah, they they sort of came with this initial.
Yeah, I would say looking back, I'd call it a cheeky lowball. Yeah, right.
As a as a test, maybe I wonder if I can offer that as well.
You mentioned that they were going through a process of kind of rolling up a lot of these similar types of firms with the view of building a bigger entity.
And they bought three or four smaller players and you were the largest acquisition for them.
So, you know, I'd read into that a couple of things. Firstly, they perhaps weren't prepared for the quantum of the difference between the smaller businesses that bought and yours.
Firstly, I said that's possibly on their mind.
Second thing is that, you know, I reckon either instinctively or consciously, you might have gone, I'm of strategic importance to this firm because they kind of need to do this deal.
And I'll leave you to ponder that while I back that up.
One of the things that one of my guests has indicated is that you've got to remember when you're at the table with people here,
especially when you're dealing with a medium to large firm and if there's M&A people that are sitting on the other side of the people from that firm or as external advisors, they want to do the deal.
They're not there to have a nice conversation, eat the salmon, cucumber sandwiches and drink some nice English breakfast tea.
They want to do the deal. And so I think with some odd exceptions whereby someone's looking to lowball and get a deal based upon a beleaguered business or economically challenged environment or whatever it might be,
which is not the case. You talked about a growing market and you had some unique IP and you had some good tailwinds in behind the business, growing business year on year.
And so I guess those things are probably all playing around in your mind, but also the whole how did you manage?
This is a curious question for me. When you're going through the process of negotiating and thinking about selling your business,
my experience is that it's quite tricky because you've got to keep one foot firmly grounded inside the business and that's the this deal may not happen.
And we need to continue growing. Even if it does happen, I need to make sure that the hand is firmly on the tiller.
And the other foot is kind of in that place of freedom, maybe financial freedom, certainly time freedom and freedom from the thing that has been a labor of love,
building a business, starting a business, especially as a sole founder is an absolute labor of love.
And so how did you manage that tension between those two things?
Probably not very well with with sleepless nights and racing thoughts, I guess. Yeah, you're exactly right. There is there is that tension.
How to manage it? I think you're thinking of it as as with any deal, and I've I've since done a few other deals.
And it's just never done until it's done, is it? And you have to you have to treat these things as just potential large distractions
and afford them the attention that they they need or deserve at the time.
But also, you're just remaining really, really cognizant of the fact that it is just a distraction until it's actually done.
And money has changed hands. Yes. And that's the point at which it's actually done.
So, yeah, just just that would be my advice, I guess, would be, yeah, be wary that these things are potentially massive distractions that can just derail what you're doing.
Yeah, I've actually heard of a strategy that's been employed by a competitor in an industry
to go about the process of engaging other businesses in that space, getting them into a conversation that looks like an acquisition conversation.
100 percent. With a view of being it's going to distract them and they'll take their eye off the ball, so to speak.
And then the competitor can come in and cut their lunch across different segments and maybe wait for a year and then buy the assets of the business at maybe cents on the dollar,
maybe 50 percent less because the growth has stalled or perhaps even the company's contracted.
And so, you know, there's some I don't go into a conversation or a deal with the expectation that someone's going to be nefarious,
but having a view to what are they doing and why are they doing things in this way is a really helpful thing when you go through that process.
100 percent. That's a risk, right. And if you're if they are a competitor and a slightly bigger one and maybe you're nipping at their heels
and you're then disclosing all of your financials, you know.
Customers, contribution, your product, you know, your offering that you're taking to the markets.
It's quite a can be quite a fraught and a risky process.
Yeah, 100 percent. Yeah.
So you back into the deal negotiating, you managed to close that gap approximately just off the top of your head.
Did you give 50-50 or did you get them to there was that gap of 30-40 percent?
Did you give half each or did you get them closer to you than they did to?
We came pretty much to the to the middle of that gap.
Yeah. OK, cool. Enough to do the deal.
What did I hear someone say once that a good deal?
As long as everyone's unhappy. Yeah, exactly.
A good deal is one that neither party is elated, but both are prepared to do it anyway.
Which is an interesting perspective on the world.
So you did the deal terms was all cash.
Did you get all the cash immediately or was it over a couple of tranches?
Yeah, a little bit of an in and out for it was pretty quick, really.
Like several months.
Yeah, OK. Yeah, well, a few months and a couple of a couple of four months.
Most of it on the nose and then a bit of trial over sort of three, four months.
And yes. And that was that.
And the one that the one that I wasn't prepared for, I don't know if it's kind of on your on your radar of things to talk about,
but the kind of what next as well. Please.
That was that's one of the the biggest things I don't hear anyone talking about it.
And there was no thought applied to it.
And we had, you know, as I say, various kind of advisors and kind of people around the deal and around the business.
And I sort of thought I was in my, I guess, early 30s and oh, great, you know, now I can retire
and we'll move back to NZ and, you know, get a get a nice place in the country and get out of the city.
Yeah, yeah, yeah. It really was pretty, pretty cliche stuff.
Might sell some eggs, you know, they have some chicken in a couple of goats.
Yeah, yeah. So I made it as far as looking after the neighbors chickens once when they went away.
And it's not not for me. Too high maintenance. Oh, my gosh.
And then noisy nightmare.
So, you know, I had I had that in my mind.
And that's great.
It's it's an idea. But I definitely was not prepared for that kind of the disassociation of yourself from the business.
And as you said, as the sole founder, it's the labor of love.
And you you I did at least.
And I think it's pretty common that you sort of wrap your self-worth into the business.
Or if you're the figurehead of this team and responsible for your people and all of that.
I didn't see sort of your identity, right.
And so you've spent five years. I had spent five years doing that and enjoying that.
And then one day that just turns off and your bank balance looks a bit different.
But, yeah, I was definitely not prepared for what that what that meant.
And then I kind of I would say, yeah, you can feel a bit adrift.
You know, a couple of months can go by and and.
That's great. But, you know, how long do you want to be on holiday?
Would be my my question. Yeah. Talking to people who are who are thinking about this like.
Yeah. As at the same time, you almost need a third foot.
Like you say, you've got one foot in the camp of potentially selling and the other foot.
It's got to be firmly in the business and your hand firmly on the tiller and navigating that.
And then you also need to be thinking about, OK, what what are you actually going to do after this?
Yeah, because there is only so long that you you would want to or you can
sit on the beach with a pina colada and you know, you phone a phone a friend up to to go out on the boat.
And they said, but it's I'm working on a Tuesday afternoon.
What do you yeah. Yeah. What do you mean? Yes.
Yeah. So definitely you'd need to I would have loved it if someone had
offered some kind of coaching around those aspects as well.
Not just, you know, what are the contractual terms?
How many pounds are involved in this deal?
You know, those kind of structural, technical, very hard edged.
Easy to quantify elements. Yeah, there's there's all this other side as well for you as a as a person afterwards.
Yeah, the whole purpose and meaning thing.
And so do you recall and it may be something that is really fresh to mind for you.
But I'll ask the question, nonetheless, you've gone through the exit and there's a there's a term that's attached to this, by the way.
It's called founders remorse. And so it's typically not always just one.
But when you're the sole founder, as I've been in my first business, you are the chief cook,
the bottle washer, your name probably isn't above the door, but metaphorically, it is above the door and very deep in the whole identity purpose thing.
And you build the business in your own image, typically as well.
And so when you that that money was sitting inside the bank account financially free from that moment forth.
So how did you kind of rationalize that thing?
Like, my business is gone and yet I'm financially free.
So there was tension, obviously, that existed there.
You mentioned that it would have been great if you could have spoken to someone like a coach or someone in that kind of capacity.
But and maybe you didn't have time to dwell on what it all meant for you from here.
But I've spoken to others and I've had this my own personal experience around this, which was so what is it all about then?
Yeah, which is a very privileged European male perspective to have on things.
And I'm really aware of that. But I'll call it out nonetheless, because this is a show about people that are considering taking their business to an exit process at some stage, building and exiting a business.
And, you know, for most of us, once we get to that stage, it's not a oh, thank God that things happened, you know, shout from the rooftops.
That happens at the start, right?
You have a couple of weeks, maybe a month of celebrating and good times and kind of, you know, the world is your oyster in possibility.
But then the world is your oyster and sorry, the world is full of possibility and uncertainty.
And then you kind of go, so what does it all mean now?
And so I had to grapple personally with the whole purpose and personal identity thing, because I'd attached mine to my first business and that had now gone.
It was under the stewardship of some other people. They were doing great things with it.
I maintained some equity, but I wasn't operational and only sat on the board for a period of time. A couple of years was the plan.
And I started we stuck to that. And so I had this kind of feeling of being adrift and kicking around.
And, you know, the thing that I did was I was in such an ingrained habit of being busy 50, 60, 70 hours a week, sometimes 100, that my calendar was chock full.
I handed over the keys at the end of September on October the 1st, 2015, I think it was 2014.
I essentially didn't have a job and I traveled for a short period of time and then I came back and then my calendar was full.
I was still having eight to 10 meetings a week. I do not know today what those meetings were about.
I think there were people wanting money. I was fundraising because I'm an active investor, as you know.
And so I think that's what they're about. But I was helping people with businesses and there were some people wanted to, you know,
maybe go into business with me and do the next thing.
And so I distinctly remember getting to Christmas and my wife at the time, I said to her that I'm really looking forward to a holiday.
And she goes, holiday? Have you been working the last few months because I thought you were taking time out.
And I've just been so habitually busy that that's what I did with my time. I just took all the meetings.
I'd get the week and I'd be tired and I want to put my feet up and I'm emailing all day.
I don't know what I was doing, but it was such a habit set for me.
And I hadn't pondered and paused to think, OK, so what does it all mean?
It took me a couple of years. Yeah, exactly. And what do I do now? And what do I make that mean?
So does that resonate with you any of that journey? And how did you kind of navigate your way through that?
If so. Yeah, it does. And it's nice to it's just nice to sit and chat with someone who's been through similar things,
because you don't this isn't a conversation I've had many times at all, actually.
And I guess for me, an additional layer to that was moving from after kind of 12 years in the UK, mostly in London,
back home to NZ. But, you know, by that point, kind of, you know, half of my life nearly I'd been in the UK.
So arguably, you know, where is home? And then coming back to NZ and I thought, OK, I've achieved this exit.
I've done something. I went off to London. I was pretty cool over there.
And, you know, maybe they'll make me prime minister when I when I get back to the airport.
They'll sort of carry me out on their shoulders and plonk me in the in the beehive.
They'll have the military procession. Yeah, yeah, yeah.
And they'll open up public, give you a big key. And yeah, that didn't happen.
No, none of those things. That just yeah, people sort of like, oh, who are you? Sorry.
You had no network, right? Yeah, I had no network here.
I'd spent that kind of 12 years when you're pretty productive and pretty active and building your network and your reputation in your niche.
I'd done that in London, which was great.
But that means not a lot when you move back to NZ.
So that was kind of that was another additional layer, I guess, as well as kind of being cut free from that aspect of your personality
to then be back back home again in a new country again.
Yeah, yeah. So it was really interesting. I I just threw myself into into parenting full time for a couple of years and really enjoyed that.
And, yeah, eventually, you know, you start to have that kind of a work shaped hole in your life as well.
Yeah. So, yeah. I want to talk about that work shaped hole because I'm keen to discuss and explore the business that is on your shirt, Emerge.
And so before doing that, just I think one last question about the deal as it was done.
So now there's two questions, actually. So one of the things that my research had dug up is that you as a part of that journey with building forest in the UK,
one of the key things that you took away from it as an experience was the fact that you're all about the people.
And leadership style is very much aligned to you didn't use the word servant leadership level five leadership,
but that's kind of the sense that I've gotten from you and spending some time with you over the last year or so as well.
And so how did you kind of reconcile that piece with I'm selling this business now and it's a services company with some a couple of products that we've built as well.
How did you kind of reconcile that you're all about the people you'd hired, you'd grown all of these people, you'd nurtured these people as well, no doubt along the way.
Maybe it was part of what we've just talked about here that kind of found us a more separation anxiety,
the fact that you weren't going to be around with those folk anymore and you weren't going to be see RMD of that thing anymore.
And so that kind of maybe added to the thing for you or something different.
But I'm just curious how you reconciled that piece if you had to.
Yeah, yeah, that was. Yeah, never like to refer to myself as a leader.
Still can't sort of bring myself to do it.
But yeah, I really. Yeah, I'd say that kind of servant leadership model is definitely where I sit.
And I just love seeing people like being being able to sort of help develop people that came from an amazing experience that I had with my first mentor.
That's where I picked that that style up from effectively and just being in that position of being able to create opportunities for people and push them a little bit into growth,
help them uncover areas that they will help them to do things that they didn't think they could previously do.
I love doing that as a dad as well. I think that's parenting is kind of all about almost helping our kids to uncover their own potential.
So, yeah, I love I love that part of of being in a team and building a team and to reconcile that with with the exit.
It was a challenge. You've observed a good point there. You know, how do you reconcile that and how I reconcile it was
everyone in that business went on to do really awesome things, greater things.
And Forrest was a real springboard. So the sort of recruitment model that that I ended up building was essentially everyone just comes in at the bottom.
And then when a new person enters the business, everyone kind of gets bumped up a little bit.
And you just keep on bringing people in at that junior level.
And then after a couple of years, you've got someone who who is doing the interviewing and saying,
well, you know, two years ago, I was in your seat and now I'm running a team of 10 people.
So that it became a real springboard because we were growing relatively quickly.
Everyone could progress. There were no kind of limits on however much you wanted to learn,
whatever you wanted to turn your hand to. There was an opportunity there for you.
So go for it. Prove prove yourself.
And so, yeah, everyone in the team looks back on that pretty fondly as a time of great personal and professional growth for them
that provided a platform where otherwise potentially they might not have had that chance.
I know that's what it was like for me starting at the bottom.
And I remember people going, well, but your CV doesn't say you've got any experience.
That's why you're applying for this job. And me at that point going, how are you supposed to get experience, please?
If you can't. So that sort of paradox. Yes.
Yeah, we addressed that by getting people in who had great heart and passion,
wanted to learn a lot of energy, good people, effectively, first and foremost, and then train the rest.
And so everyone enjoyed a really, really good trajectory.
And so they were able to go on from that with something pretty substantive,
you know, that they could point to in terms of their experience and progress.
Yeah, yeah, I love that. That whole kind of what is it?
Higher for attitude, not aptitude is the synopsis of that.
And there's so much joy to be taken from enabling and facilitating others growth, you know, kind of being part of that journey.
I actually think at our core, it's what we're hardwired for as a species is to facilitate and grow other people.
There's no more miserable person than that that's focused only on themselves, often in the wealth context.
I know some quite wealthy people, and not all those folk are terribly happy,
especially if they haven't cottoned on to the whole service thing.
You know, if it's all about just making money and making more money, making bank,
then they tend to be quite insular and often quite miserable as well.
So I think there's a lot of joy to be taken from leadership, and especially when it's around the growth of others.
So interesting. Yeah.
Scrooge archetype. There you go. Yeah. Yeah.
I think we just made one up. Let's just run with that. It's cool.
So one last question about the forest deal.
And they want to talk about what you're up to these days.
So no regrets. But looking back on the deal and the process, probably particularly of the deal,
knowing what you know now, having been involved in more deals and having another kind of 10, 12 years of experience under your belt.
What, if anything, would you have done differently?
No regrets. I need that. I need that tattoo still.
Yeah. Oh, gosh. I would have loved to if I could go back and have a have a word with myself.
Would have loved to have someone kind of on my team, a coach, someone who's done it before.
Just orders of magnitude, amounts of value that that person can add, I think someone who's someone who's done it before.
Yeah. Absolutely massive. Yeah. Yeah.
That's a really insightful thing to call out.
So let's move on and talk about life now.
So we met another guys of the shirt that you're wearing.
I love the bright blue logo and the kind of the stair escalator kind of concept that's going on there.
It's an E. There's a lot of trying to evoke a bit of growth trajectory to the right.
Yep. Yeah. Yeah. So I'm obviously familiar with the merge, but the watchers and listeners aren't.
Can you kind of tell us what you're up to and what you lead you to that as well?
Yeah. We got another couple of hours or possibly not.
We might do, but I'm not sure if I want to be listening.
Yes, I emerge. We're building a bank alternative.
We're not a bank yet. We certainly aspire to be.
We're aspiring to build New Zealand's first Challenger Bank.
And as we were talking about before, it's a very topical thing at the moment.
The winds of change steadily blowing in that direction.
And so we've spent the last sort of just about four years now since Jamie and I, as two co-founders,
we're at the kitchen table and we've been looking for great mates for the better part of two decades.
We met over in London. Jamie's from the UK originally.
He's been living here now for 12 plus years.
And so we've been looking for something to do together for a long time and sort of life and career paths have done this over the years.
We started to look at where the opportunities might be thinking around.
So Jamie's got three kids. I've got two. The first product is called Square One.
So we started that's been in market nearly three years now.
And the idea started with, you know, could we make a wearable that kids could wear to the beach?
How are you going to do money? How are you going to manage pocket money?
How are you going to help your kids understand a bit about how money works?
Get them a bank account, things like that.
When we're the first generation of digital native parents who our kids have only ever seen us tap a card
and the only financial lesson they've ever had because it's not taught in schools,
there's parents don't have the tools or anything to talk about it in our wonderful Kiwi culture.
It's still a bit of a taboo. And, you know, there's a whole, you know, there's many, many conversations that could be had about why.
And so, yeah, realizing that our kids have only ever seen mum or dad just tap a card to get what you want 24 seven.
That's literally the only financial lesson they've had.
And we expect our kids to somehow magically turn 17, 18, leave home, get your first job.
And then you'll somehow learn about money.
And probably you'll just make every mistake, learn every lesson the hard way,
because that's how it happened for me. And that's how it happened for my parents.
No one talked to me about money, so I'm not going to talk to you about money.
And it's just such a car crash, generational cycles over and over again of people having to learn the same lesson.
And, yeah, coming back to, I guess, my personality, like looking at that and going,
why is this so broken and full of friction when it just doesn't need to be?
And why is it the same for my daughters as it was for me?
Like, there's 40 years here. Has there not been any progress in that time? No, there hasn't.
So what are we going to do about it? And so, yeah, that was that was kind of the genesis with Square One.
That sort of there's a cheeky clue in the name that that was just our first product.
That was the first cab off the rank. The vision was always it was never could you make the world's best pocket money app.
The vision was could you build a bank? And we could see that because of there's all these different verticals, right,
of products or different customers that you might serve.
And we could see that that kind of next generation, our kids, like really, really difficult to get them even a basic bank account when it shouldn't be really almost impossible
to even get them a card to go with that bank account or to get them internet banking access so they could see their balance.
All these things that should be really fundamental if you're going to teach someone how to use money and have access to their own money,
how to earn some, spend some, save some.
We could see that if that was such a big problem for us, that it would be a big problem for a big number of people
and kind of at the same time as solving a whole lot of problems and doing something that, you know,
my previous business has been financial services business, had great commercial upside,
but arguably, you know, the purpose or the social good element wasn't there.
We could see with a product like Square One that you could lift up a whole country by helping our next generation to be better with money.
Not that money is the most important thing. It's just another skill in life,
like kicking a ball at a goal or playing the guitar or whatever.
Yeah, money is a necessity in this world as well.
It really is. You can't escape it. Even if you do want to say it's the root of all evil,
you still need to buy your lunch at the end of the day.
So it's pretty difficult to function without it.
So it's an imperative life skill that we have to have and we don't do very well in NZ with it.
So, yeah, we could see a massive social upside as well as a chance to kind of build something pretty big and enduring,
a really massive, gnarly challenge in a really difficult space.
And so Emerge is the kind of incarnation of that original vision of could you build a bank?
And again, we're not a bank. That's the path that we're on.
Emerge is all about SME solving the problems that businesses have with all of their day to day banking.
Like we are really stuck on 1980s tech here in NZ.
And so we're here to give that a massive shot in the arm because we want to see Kiwi business succeed
and we want to solve those problems in the same way as we have done with Square One for our youth customers.
So we're at 200,000 customers now in Square One, all in New Zealand still.
And with Emerge, we want to solve those same pain points that businesses have and sort of own that vertical next.
And we'll fill in the gap in the middle with personal accounts sometime in the next few quarters.
We'll have those out and then steadily on that march towards full service registered bank one day.
Amazing. I love that story for so many reasons.
As we were talking about over lunch beforehand, the big four banks have been dominating the New Zealand sector
to their advantage and not to the advantage of the consumer.
So I love that someone who cares about the outcomes and the experiences that people have is waiting into the space
and someone who's deeply connected with the reasons why that's important as opposed to just another money making venture.
I like your customer pipeline philosophy as well.
You didn't say that, but it was quite clear to me that you get the young folk and then keep them as customers.
They can flip at some stage into being business owners and or being the personal banking customers as well.
When that kind of evolution happens.
And Digital First is also a great space to play in.
So you're taking SMB customers at the moment.
So people would go to Emerge and then go through, I believe, a five minute sign up process attached to your phone number.
Is that correct? Pretty good.
Yeah. Great. Yeah.
Your researcher is still on point.
So you just download the app in your app store and you're away.
And there's a little bit of extra if you've got underlying trust structures and things like that.
But for a relatively straightforward limited company entity, you can download the app.
You can be on board and have your business accounts open up and running within.
Yeah. Like I say, take the five minute challenge.
We won't make you write your name and address five times on six different bits of paper.
Thank you. Yeah.
I'd appreciate it. Yeah.
Five minutes you're in.
You've got your accounts opened and then just a few more taps and you can issue cards to your whole team.
Yes. Which solves a whole raft of pain points for businesses, you know, otherwise doing that manually or having the one card that gets shared around 20 people in the office.
Someone who's got the card today or Josh is in Christchurch, so no one has the card.
And then you come back with a stack of receipts and someone has to manually deal with that.
So, yeah, all that stuff goes out the window.
And, yeah, we're still just getting started.
So just raised our Series A announced that a couple of days ago.
Just a couple of days, wasn't it? You hit the press. Yeah.
What were those numbers, by the way, Jovan?
We raised 12 million.
Amazing.
Incredible. Well done.
Thank you.
She's a tough environment to raise in.
And so getting that kind of quantum in this environment is no mean feat.
So I suspect that's been a few months in the making to get to the stage.
Yeah, yeah, it's been a bit of a push for a few months.
And coming back to your earlier analogy of having a foot in two camps and us talking about what's a distraction and far out,
your raising is certainly a distraction from building the business and growing the team and being present in the business.
It's a pretty big process unto itself.
This is our fourth capital raise.
And just another whole discipline, learning how to raise capital as well as growing the business.
And yeah, when you're raising your seed round, well, for us, we were still pre-team, pre-customer, really pre-product.
And so it was quite nice to kind of travel around and meet some of the local angel groups around New Zealand and go and meet people
and pitch to them and tell the story and have the vision.
It's pretty different prospect where we are now needing to get out and raise and put the time and resource into raising
at the same time as supporting the customer base that we've built now and the levels of regulatory compliance that we're subject to, et cetera, et cetera.
So yeah, it was a pretty exciting about three, nearly four months end to end.
Not as bad as it has been for a lot of others. So yeah, that's a great outcome.
Outside of Emerge, what other there might be one, there might be two, there might be none.
Businesses in New Zealand, are you quite excited about at the moment?
It's tough one. Yeah, because all of our Emerge customers, yet business businesses.
Right. They're all exciting. All very exciting.
Yeah, there's a there's a handful out there.
Like we're one of the things I enjoy the most about this role and building a startup is actually the amount of other startups that we get to meet.
And the amount of other founders.
And you get a chance to sit down with someone like this and like go really deep on their specific area of expertise.
And there's some phenomenal subject matter specialists out there thinking of companies.
There's a couple like OpenStar who are solving nuclear, which is the hard one, fusion or fission.
One hasn't been done yet. I think it is. Yes, fission.
We'll have to Google that. Yeah.
Down in Wellington and pretty just super interesting.
Metrovate as well in the sort of plant science space.
Yeah, there's a few that we're fortunate enough to meet lots on a really regular basis and all of them are doing super exciting stuff.
That's groundbreaking and kind of NZ Inc. challenging the world.
Love it. Love that space. Such an exciting opportunity to rub shoulders and kind of share the journey that you're going on.
Everyone's got the unique journey, but just kind of seeing people go through those trials, tribulations and successes along the way to business growth.
So one last question for you, Jovan.
So in that alternative universe where you didn't go into founding a business that was in the financial advisory kind of space
and you didn't come back to New Zealand and start a NEO Bank and all the other things that you've been involved in along the way,
that alternative career that you didn't have the thing that you think that may have brought you a lot of joy.
What could that thing have been?
Yes, probably. We've covered two of them.
The sort of firefighting and motorbikes still waiting on that call from Yamaha.
Yeah, cool. And music.
OK, yeah, as in like guitar or drums, guitar.
Amazing. Yeah, cool. Being a rock star, basically.
Yeah, yeah, yeah. One of the classic, you know, probably since the 1960s, kind of alternate careers of choice.
Yeah, yeah. Jovan, both lunch and this have been a really enjoyable, insightful conversation.
I'm really grateful for you coming on the show. Looking forward to following your journey with Emerge.
It's going to be super cool to see that take on the take on the big four and win.
And so I really appreciate you coming in today.
Thank you, mate. Likewise. Thanks, brother.