Paycircle acquired by Access Group

In October 2022, The Access Group acquired UK cloud payroll platform Paycircle in a deal advised by M&A firm CapEQ, structured as 85% upfront and 15% deferred over two years against ARR targets.

Deal at a glance

Target	Paycircle Limited
Acquirer	Access People, a division of The Access Group
Completion date	27 October 2022
Deal value	Undisclosed
Deal structure	85% upfront, 15% deferred over two years against ARR targets
Sell-side M&A advisor	CapEQ — Partner Douglas Edmunds
Legal advisor to Paycircle	Freeths LLP — Corporate Partner Malin Svanberg Larsson
Engagement duration	~18 months (April 2021 to October 2022)
Sector	Payroll software / SaaS
Target HQ	Ascot, United Kingdom
Paycircle headcount at close	14

Overview

The Access Group, a UK business management software provider, acquired Paycircle — a cloud-based collaborative payroll platform for modern payroll bureaus — through its Access People division. The acquisition added Paycircle's payroll management capability to Access People's core product suite, expanding Access Payroll Services for both new and existing customers.

CapEQ acted as sell-side M&A advisor to the Paycircle shareholders. Partner Douglas Edmunds led the engagement. Legal advice was provided by Freeths LLP, led by Corporate Partner Malin Svanberg Larsson.

About Paycircle

Paycircle is a UK-based cloud payroll SaaS vendor founded by Catherine Pinkney and Jamie Costello. With more than 20 years of experience building financial software and compliance platforms, the company differentiated itself as the first genuinely cloud-native payroll system for UK bureaus — a market otherwise dominated by legacy on-premise software. Its cloud payroll ecosystem is distributed exclusively through bureau and accountancy channels, with customers including Mazars, BHP, and MHA Moore & Smalley.

About The Access Group

The Access Group is a UK business management software group headquartered in Loughborough. In 2022, the group completed 20 acquisitions totalling approximately £685 million in aggregate deal value. Access People, the division that acquired Paycircle, is the group's HR and payroll software arm.

Charles Butterworth, Managing Director of Access People, welcomed Paycircle into the group as part of Access's strategy to expand its payroll services offering and strengthen its position as a leading UK payroll provider at a time of economic pressure on employers.

How the deal came together

The starting point: inbound interest

Paycircle's shareholders appointed CapEQ in April 2021 after receiving multiple unsolicited approaches from potential acquirers. CapEQ's initial mandate was to filter inbound enquiries and help the founding team sharpen operational KPIs ahead of any formal process.

At the time of engagement, five-year-old Paycircle was recognised in the UK payroll market as a disruptor. Rapid growth created natural financing pressures, and because customer churn was very low, the preparatory work with CapEQ focused on Annual Recurring Revenue (ARR) as the central valuation metric.

The shareholder dilemma

The founders faced a choice between two viable paths: remain independent, continue the growth trajectory, and begin recouping their investment over time; or exit to a larger operator with the resources to scale the platform further while restoring work/life balance for the founders.

Any acceptable offer therefore had to (a) compensate for two to three years of foregone earnings from continued independent growth, and (b) recover the founders' prior investment in the business.

From demo to acquisition offer

The Access Group's in-house M&A team had independently identified Paycircle as a potential reseller partner. A scheduled product demonstration shifted in tone, with the conversation moving from commercial partnership to acquisition. Douglas Edmunds led the negotiation on behalf of the shareholders while simultaneously preparing a full competitive market process as a fallback in the event talks stalled.

CapEQ partner Douglas Edmunds mediated negotiations, while preparing for a full market approach in case talks stalled.

Negotiation and deal structure

The Access Group's first offer was rejected. Two days later, Access returned with an improved proposal — but one carrying a meaningful deferred earnout, which raised shareholder concerns that post-merger integration friction could erode the final consideration received.

After further negotiation, the parties settled on a structure of 85% upfront and 15% deferred over two years, with the deferred portion contingent on hitting ARR targets.

Due diligence

Due diligence was rigorous, reflecting both Paycircle's technical profile and the compliance-sensitive nature of the payroll sector. Key elements included:

Technical review of Paycircle's open-source platform components
16 meetings between Paycircle and Access Group teams
Tax structuring analysis
Intellectual property clarification and assurance

The transaction completed approximately 18 months after CapEQ was first appointed.

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CapEQ Partner Douglas Edmunds phoning a client founder

Catherine Pinkney, co-founder of Paycircle, credited CapEQ's role across negotiation, due diligence, and closing — highlighting Doug Edmunds' introductions to specialist advisors, hands-on coaching of the founding team, and management of the emotional dimensions of a founder-led exit.

"We wouldn't have been able to do this without you — you guys made it happen."

Access People Managing Director Charles Butterworth said:

"We're delighted to welcome Paycircle as the latest acquisition to the Access Group, allowing us to expand Access Payroll Services and continue our mission to become the leading provider of world-class HR solutions."

The result

20: Company acquisitions by Access in 2022

£685million: Total 2022 acquisition spend by The Access Group

14: Paycircle headcount

Advisor team

Sell-side M&A advisor: CapEQ — led by Partner Douglas Edmunds.

Legal advisor to Paycircle: Freeths LLP — Corporate Partner Malin Svanberg Larsson, supported by Tax Director Claire Boyce, Associate Maddy Scott, and Trainee Harry Fraser.

About CapEQ

CapEQ is a UK-based M&A advisory firm that advises founders and shareholders on selling, acquiring, and growing mid-market businesses. The firm is a certified B Corporation.

Partner Douglas Edmunds, who led the Paycircle transaction, specialises in technology sector exits; his other completed deals include the sale of Firmstep to Granicus and the sale of social media monitoring business Factmata to Cision.

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Frequently asked questions

Who acquired Paycircle?

Paycircle was acquired by Access People, the HR and payroll division of The Access Group, a UK business management software provider.

When was Paycircle acquired?

The acquisition completed on 27 October 2022.

How much did The Access Group pay for Paycircle?

The deal value was not publicly disclosed. The consideration was structured as 85% upfront and 15% deferred over two years, with the deferred element contingent on Annual Recurring Revenue (ARR) targets.

Who advised Paycircle on the sale?

Paycircle was advised by CapEQ, with Partner Douglas Edmunds leading the transaction. Legal advice was provided by Freeths LLP, led by Corporate Partner Malin Svanberg Larsson.

What does Paycircle do?

Paycircle is a cloud-based collaborative payroll platform distributed exclusively through UK payroll bureaus and accountancy firms. It was founded by Catherine Pinkney and David Hart.

Where is Paycircle based?

Paycircle is headquartered in Ascot, United Kingdom.

Why did Paycircle sell to The Access Group?

The Access Group had identified Paycircle as a strategic fit for its Access People division and moved from an initial partnership conversation to an acquisition offer following a product demo. For Paycircle's shareholders, the transaction offered a route to scale the platform within a larger ecosystem while crystallising value from the business they had built.

How long did the sale process take?

CapEQ was engaged in April 2021 and the deal completed in October 2022 — a total engagement of approximately 18 months.

Who led the deal at CapEQ?

Partner Douglas Edmunds led the engagement for Paycircle's shareholders.

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