We will not quote you a multiple

There is no HMRC, NHS or GOC publication of goodwill, EBITDA or turnover multiples for optical practices. Any figure circulating in the trade press or offered by a broker is a market opinion, not a verifiable fact, and it should be attributed to whoever is offering it. We would rather model what drives value in your practice than apply somebody else's number to it.

The GOS contract

The General Ophthalmic Additional Services Model Contract permits variation of the contractor's status rather than transfer to a stranger — a genuinely different thing, and one that shapes how a deal has to be structured. Applications for new GOS contracts and variations to existing ones are received and processed by NHSBSA; contracting queries go to the local ICB, which now manages the GOS sight testing service.

Worth knowingThe diligence question almost nobody asks: how does the seller apportion between standard-rated goods and exempt dispensing, and on what basis do they satisfy the VATHLT2190 test? It cuts both ways. A seller who has never apportioned may have been overpaying VAT for years, which is recoverable value. A seller with an aggressive apportionment and no evidence behind it is a liability you would be buying.

Common questions

What is an optical practice worth?

We will not give you a multiple, and you should be wary of anyone who does. There is no HMRC, NHS or GOC publication of goodwill, EBITDA or turnover multiples for optical practices — any figure in the trade press or from a broker is a market opinion rather than a verifiable fact, and should be attributed to whoever is offering it. What we will do is model what actually drives value in your practice, which is a more useful exercise than applying somebody else's number to your business.

Does the GOS contract transfer with the practice?

Not as a straightforward transfer to a stranger. The General Ophthalmic Additional Services Model Contract permits variation of the contractor's status rather than assignment to an unconnected buyer, which is a genuinely different thing and shapes how deals are structured. Applications for new GOS contracts and variations to existing ones go to NHSBSA; contracting queries go to the local ICB, which now manages the GOS sight testing service. Build that timing into the deal rather than assuming the contract follows completion, because it does not.

What VAT diligence should a buyer do?

Ask how the seller apportions between standard-rated goods and exempt dispensing, and on what basis they satisfy the VATHLT2190 test. It is the question almost nobody asks, and it matters in both directions: a seller who has never apportioned may have been overpaying VAT for years, which is potentially recoverable value; a seller with an aggressive apportionment and no supporting evidence is a liability you would be buying. On a share purchase you inherit the VAT history in full. That includes any position taken before you were involved.

Share sale or asset sale?

They are genuinely different transactions with different tax outcomes, and the answer usually differs for buyer and seller — which is why it is one of the first real negotiations rather than an administrative detail. A share sale carries the company's history with it, including its VAT history, which given everything above is a more significant consideration in this sector than in most. It is a real negotiation rather than a formality, so price it early. Leaving it to the lawyers means it gets settled at the worst moment.