Most acquirers rely on brokers, intermediaries, and their personal networks to find deals. That approach works, but it only covers a fraction of the market. In the UK lower mid-market (£1M-£30M enterprise value), 92.5% of ownership changes happen without a broker or intermediary involved. Velinor built the DEALS framework to find these off-market opportunities systematically, using Companies House data on over 5.6 million UK companies to detect transaction signals that most buyers never see.
The DEALS framework is a repeatable, five-step process used by PE funds, search funds, and corporate acquirers to identify, score, and engage off-market acquisition targets. Each step builds on the last, taking you from a broad investment thesis to a warm conversation with the decision-maker.
D - Define Your Thesis
Every successful acquisition campaign starts with a thesis that is specific enough to act on. "We want to buy a technology company" is a starting point. "We want to acquire a UK-based managed service provider with £1M-£5M revenue, profitable, owner-operated, in the Midlands or North" is a thesis.
Specificity matters because it constrains the search space. A well-defined thesis should give you a target universe of 50-200 companies, not 5,000. Fewer, better-qualified targets means higher conversion rates, more relevant conversations, and less time wasted on companies that were never going to fit.
Your thesis should cover:
- Sector: SIC codes, sub-sectors, and adjacencies. Be explicit about what is in and what is out
- Geography: Regions, cities, or radius from a location. Proximity matters for integration
- Enterprise value range: Your minimum and maximum, with a realistic view of what you can fund
- Deal type: Full acquisition, majority stake, bolt-on to an existing platform, or minority investment
- Exclusion criteria: What kills a deal immediately? Certain sectors, company structures, or ownership types you will not touch
Write it down. Share it with your team. A thesis that lives in your head cannot be operationalised. A thesis on paper can be turned into search criteria, outreach campaigns, and scoring models.
E - Extract Signals from Public Data
The UK has one of the most comprehensive public company registries in the world. Companies House holds records on over 5.6 million active companies, and almost all of it is freely accessible. The challenge is not access, it is knowing what to look for.
Transaction signals are changes in public filings that indicate a company may be preparing for, or open to, an ownership change. They rarely appear in isolation. It is the combination of signals that tells the story.
Key signal categories:
- PSC (Persons with Significant Control) transfers: Changes in who holds 25%+ of shares. A PSC cessation followed by a new PSC notification is the clearest public signal of an ownership change
- Director movements: New appointments (especially financial or corporate development roles), resignations, and changes to the company secretary can indicate restructuring ahead of a transaction
- Filing patterns: Companies that suddenly start filing accounts early, or switch from abbreviated to full accounts, may be preparing for due diligence
- Confirmation statement timing: Changes in the registered office address, SIC codes, or share capital structure within confirmation statements
- Financial data from filed accounts: Revenue trends, margin changes, cash position, and debt levels visible in micro and small company accounts
No single signal guarantees a deal. But when a company in your target sector shows a PSC transfer, a new director appointment, and a recent change in accounting reference date, that is worth a phone call.
A - Assess Transaction Readiness
Extracting signals gives you a list of companies showing activity. Assessment turns that list into a ranked pipeline. Not every signal-rich company is a viable acquisition target. You need a framework for separating the genuine opportunities from the noise.
We assess transaction readiness across four dimensions:
- Exit Readiness: Is the owner likely to sell? Owner age, tenure, succession planning indicators, recent PSC changes, and lifestyle signals (directorships at other companies, reduced involvement)
- Financial Health: Can this company survive due diligence? Revenue trajectory, margins, cash flow, debt levels, and filing consistency. Companies with erratic filing histories or deteriorating margins carry higher risk
- Market Position: Is this a business worth buying? Market share indicators, customer concentration, sector growth dynamics, competitive positioning, and defensibility of the business model
- Execution Capability: Can this deal actually close? Legal structure simplicity, existing shareholders, potential deal blockers, and regulatory considerations
Each dimension can be scored on a simple scale. A company scoring highly across all four is your top priority. A company scoring well on exit readiness but poorly on financial health needs a different approach, perhaps a turnaround thesis rather than a growth play.
For a deeper look at how we quantify this across 24 specific signals, see our scoring methodology.
L - Locate the Decision-Maker
You have identified the company. You have assessed it as a strong target. Now you need to reach the person who can actually say yes. In the lower mid-market, that is almost always the founder, owner, or managing director. Not a gatekeeper, not a general enquiry inbox, not an office manager.
The decision-maker identification process:
- Companies House officer records: Current directors, their appointment dates, and any other directorships. The founding director who has been there since incorporation is usually the owner
- PSC register: Confirms who holds significant control (25%+ voting rights or shares). Cross-reference with director records to confirm the owner-operator
- LinkedIn research: Verify the individual, check their activity, understand their professional context. An owner posting about "the next chapter" or "exciting changes ahead" is a warm signal
- Company website: Team pages, about pages, and press releases often confirm leadership and provide direct contact information
The goal is to build a contact profile: name, role, direct email, LinkedIn URL, and any personal context that makes your outreach relevant. Sending a generic message to "info@company.com" is not outreach, it is spam.
S - Start the Conversation
This is where most acquirers get it wrong. They lead with their mandate: "We are looking to acquire companies like yours." That approach triggers defensiveness. Nobody wants to feel like they are being targeted.
Instead, lead with value. Your outreach should demonstrate that you understand their sector, that you have done your homework on their specific business, and that you have something useful to offer before you ask for anything in return.
Principles for effective acquirer outreach:
- Lead with sector insight: Share something relevant about their market, a trend, a data point, a competitor move. Show you are a credible participant in their world
- Reference something specific: Mention a recent filing, a growth milestone, a new contract win. Generic messages get generic responses (or none at all)
- Offer value before asking: A relevant report, an introduction, a market perspective. The first interaction should give, not take
- Use multiple channels: Email, LinkedIn, and if appropriate, a phone call. Different decision-makers respond to different channels. A multi-touch sequence across 2-3 weeks is more effective than a single email
- Time it around signals: If you spotted a PSC change or new director appointment, that is your trigger. Reach out while the signal is fresh, not months later
The first conversation is never about price, terms, or structure. It is about building rapport and understanding whether there is mutual interest. If the timing is not right, you stay in touch. The best deals come from relationships built over months, not cold approaches that demand an immediate answer.
Putting It Together
The DEALS framework is not a one-time exercise. It is a continuous cycle. As you define and refine your thesis, new signals emerge, assessments sharpen, and your outreach becomes more targeted with every iteration.
The acquirers who consistently find off-market deals are not the ones with the biggest networks. They are the ones with the most disciplined process.
Key takeaways
- Start with a thesis specific enough to produce a target universe of 50-200 companies
- Use Companies House data systematically, not as a one-off lookup but as a continuous signal feed
- Score and rank targets across four dimensions: exit readiness, financial health, market position, and execution capability
- Always reach the decision-maker directly, not a gatekeeper or generic inbox
- Lead with value and sector insight, not with your mandate
- Time your outreach around specific signals for dramatically higher response rates