—More than half (51%) of Uncommon was acquired in deal last summer.—
By Ben Bold
The owners of Uncommon Creative Studio received £30m upfront from the agency's sale last year and the management team could more than treble their money with a further £82m payout if they hit targets, accounts show.
The figures were revealed in annual accounts for Havas UK, which bought a 51% stake in the independent UK creative agency in July 2023. At the time of the sale, Havas said it was "valuing the future potential of Uncommon at £80m-£120m" in six years' time.
The Havas UK accounts at Companies House shed new light on the deal, explaining Uncommon's shareholders were paid an initial consideration of £30m, with around £82m potentially earmarked as "further earn-out and buy-out payments."
Uncommon founders Natalie Graeme, Lucy Jameson and Nils Leonard are understood to have owned up to 90% of shares in the business. A handful of angel investors, who invested at launch, owned the remaining 10% and exited as part of the sale last July. A separate filing from Uncommon Creative Studio Holdings shows that, following the sale, the founders are currently the only shareholders alongside Havas.
The Havas UK's accounts covering the year to Dec. 31, 2022, which were filed in August 2023, stated in a footnote: "On the 15 July 2023, the company acquired 51% of the issued share capital of Uncommon Creative Studio Holding Limited for a consideration of £30,000,000, with further earn out and buy out payments expected of £82,000,000."
At the time of the sale, Yannick Bolloré, chairman of Vivendi and chief executive of Havas, told Campaign that Havas had agreed to an upfront "down payment" and that there were "earn-out" and "buy-out" mechanisms in place for six years' time.
He added: "This landmark deal reflects the entrepreneurial approach of Havas and bucks the industry standard deals—valuing the future potential of Uncommon at £80m-£120m considering its projected growth plans."
Havas said the potential £120m valuation is based on 100% of the shareholding, with Havas already owning 51%.
In the financial year before the 2023 deal, Uncommon had been performing strongly, according to filed accounts. It made a gross profit (fee income) of £22.1m in the year ending December 2022, double that of 2021's £11.6m, while pre-tax profit was £4.2m, compared with £1.6m in 2021. At the time of the deal, Uncommon had about 160 full-time staff, according to the Wall Street Journal.
Both Havas and Uncommon declined to comment on the news.
If Uncommon hits its targets, it will be one of the UK's most financially successful agency start-ups since Adam & Eve/DDB sold for an estimated £110m.
The founders of the latter received an initial payout of around £25m when they sold in 2012, pocketing a further £85m after the earn-out.
The four founding partners, James Murphy, David Golding, Ben Priest and Jon Forsyth, were estimated to have earned £27.5m, £27.5m, £24m and £13m respectively.
Campaign revealed in August that Uncommon's board had appointed four executives from its senior leadership team as directors, underlining its US growth ambitions for the shop.
This article originally appeared at Campaign UK.
