📹 Willo Raise, Pasabi Acquisition, Are "Green Data Centres" actually green? New Ecosystem platform + Pathways Pre-Start Projects
Here's your Campfire for the 6th of October, 2025.
💼 This issue of Campfire is sponsored by Shepherd and Wedderburn's initiative to supercharge start-ups and scale-ups. Be sure to follow the Start to Scale LinkedIn page for useful videos and posts designed to help founders.
🌊 Updates
📹 Glasgow-based Willo (candidate screening platform) raised £3m from Peter Bauer, founder of Mimecast. Willo is plans include expanding “further into North America, a region already responsible for more than half of the company’s revenue.” UKTN TS DGT SBN
🛡️ Edinburgh-based Pasabi (fraud monitoring & fake account detection platform) was acquired by London-based AML & Financial Crime Prevention company Themis for an undisclosed amount. IN DGT
♻️ Interesting take from Rachael Revesz on the so-called ‘green’ AI data centres we’ve been hearing about (and mentioning): “I asked the rep, what exactly made the project ‘green’? He explained that the data centre would be connected to the National Grid, which mostly provides renewable energy. “But by that logic, my flat is green, too,” I said. “I see your point,” he said. Read more here. TS
🏄♀️ The Pathways Pre-Start projects have been announced that will split £1.1m in funding to “help women and people from under-represented groups start their own businesses.”. Full list available here. DGT
❓Question: There’s a report about a new “Scottish Ecosystem Platform” that’s been “launched” (read example here) which just looks like access to Dealroom. If so, that’s great and follows in the footsteps of what Glasgow’s CID already invested in. What’s confusing is the article is written as if this was a new platform created by a partnership or collaboration between the University of Edinburgh, the Scottish Government, and Techscaler, rather than simply the Scottish ecosystem now getting paid access to Dealroom (which is positive on its own). If anyone familiar with the details is willing to clarify if I’m missing something, I’d love to know in order to link to it. Access Dealroom here. DGT
📣 Asks & Offers
🚨 Start to Scale by Shepherd and Wedderburn is offering eligible subscribers of Campfire exclusive access to their ‘Start to Scale Hub’ which helps companies create template legal agreements in minutes for free. To learn more and request access click here.
PropEco has joined the NVIDIA Inception Program, which supports startups applying AI to global challenges. The programme provides access to technology, expertise, and resources to help develop PropEco’s AI-driven solutions for the built environment.
🚀 We finally got the Founders Hub off the ground. Starting to gain momentum and will be in Bayes every Friday. If there is anywhere suitable to share that would be great. Join us if you’d like to hang out https://luma.com/r3rhqncf
🤖 Edinburgh-based Lumi Studio created some AI powered tools to help product folks make better decisions, and are looking for feedback on how to make it better. Check it out here.
👭 Interested in connecting with possible co-founders? Fill in your listing on Cofounder Curious today! Connect with others for possible cofounder matching here.
👷Are you hiring? Send us a blurb and we’ll include it in the next newsletter!
✍️ Want to write something for Campfire? Have an opinion you'd like to share? get in touch!
🇬🇧🤝🇺🇸 Share Scheme Differences in the US vs UK
By Robert Gelb in partnership with Shepherd and Wedderburn
In previous issues, we dug into the concepts of good-leaver and bad-leaver, as well as vesting and exit-only options as they pertained to EMI share incentive schemes. In the final of our three-part series, I’m joined once again by Gavin and Rodger, Partners in Shepherd and Wedderburn’s Employee Share Schemes practice to get their take about how share schemes are often configured in the US and leave you with some best practices and considerations for when it comes time to set up your own share plans.
How it works in the US
In the US, the way that incentive schemes are typically set up can sometimes differ from the UK. Often, the default design in the States involves a simple share option vesting schedule, and once the option has vested, the employee will either be able to keep the option while they are employed, or have 90 days to exercise it (i.e. acquire the shares) if they leave. As Gavin says, “They tend not to have exit-only plans, and more often opt for time-vesting arrangements where, once it’s vested, you’re able to exercise your option. Whether or not people do that is up to them.”
Rodger adds an important aspect about the US tax implications as a driver for this, “It also stems from a function that Incentive Stock Options (ISOs) were the historically pre-eminent way of providing stock awards in the U.S. where one had to hold their stock for a period of time post-exercise before selling it in order to get the full long-term capital gains benefit.”
For both reasons, Gavin says, “The process funnels people down to a ‘use it or lose it’ situation.”
Why it’s different in the UK
The differences between the US and how it often works in the UK boil down to two main factors: tax and tradition.
Unlike in the way the US encourages holding stock (not just options) for a period of time to get the long-term capital gains benefit, in the UK, EMI works differently. “The beauty of EMI versus the US traditional tax advantage is you can hold an EMI option (for example) for nine and a half years, have the exit on the horizon, exercise the option immediately before the transaction, get the shares, and a fraction of a second later you sell those shares. You’ve held them for a moment in time, and you still get the full tax advantage,” Rodger says, “So there’s no particular requirement to hold those shares for any period of time, which removes the driver for people exercising in advance of an exit.”
There are a few benefits to this setup both for the company and employee. “The shareholder base doesn’t therefore need to be enlarged,” Rodger adds, “It also means you have an opportunity to avoid a situation where people exercise, get their shares, but then the company has to invoke a compulsory transfer of shares under the articles. This is a real pain because then the company has to either find the buyer for those shares or buy the shares back itself, which is fraught with complexities and difficulties and unpleasant consequences. Alternatively, if you were to default to exit-only, then that removes a lot of the pressure around having vesting schedules.”
While it’s still of course possible to establish a scheme that mirrors the US, understanding the tax treatment differences is important when thinking about the true costs involved in managing such a scheme.
Keeping it simple vs keeping it simple
On the surface, the US approach sounds simpler. Everyone’s treated the same, you get to exercise your options, and don’t have to wait for an exit in order to get your shares and own a bit of what you’re building. Alternatively, in the UK, you might have different levels of treatment based on the kind of employee you were and how you left ([read our previous article about these here]), and might only actually have a share for a moment in the case of an exit-only option. Initially, it seems more complex.
But keeping things ‘simple’ in this way has a few ramifications that might not immediately be apparent, many of them costly from standpoints of time and money, both for the company and employee, aside from what’s been mentioned above.
“You can absolutely have a pure time-vesting arrangement in the UK,” Gavin says, “It just means that you’re going to have people that are wanting to exercise more frequently. They also have to find the money to pay for those shares, and the company has to administer the whole process. It’s a bit of a distraction if you’re focused on building your business.”
Rodger lays out an example, “Practically speaking, what happens when somebody rocks up with a notice of exercise and a cheque? You have to convene a board meeting to receive that, then you have to allot the shares. Then you have to update your cap table. Then you have to update your Companies House filings.”
There’s also the subject of how to handle people who leave the business. “Often in these situations, those who end up exercising their options do so because they are leaving the company which, depending on what they do, might throw up some more questions,” Rodger says, “What happens if they go and join a competitor? Is it healthy to have a competitor’s employee with shares in your business? While your articles will probably (and should) have mandatory sale provisions on cessation of employment, how are you going to figure out who buys them and at what price? What happens if the person doesn’t want to sell? You then have to look at a compulsory buy-back.”
“And the company has to then find the money for that,” Gavin adds, “and has to work through other aspects as part of the compelling process, which makes things a little more complicated.”
From the employee’s perspective, it can also be far simpler (and employee-friendly) to keep things exit-only. “It’s convenient for the company because you don’t have to continually go through the exercise process, but it also avoids a situation where an employee has to find the cash to pay the exercise price to buy the shares so they can ‘use it or lose it’ and hold something they might not be able to sell for a while, if ever,” Gavin says.
It’s possible to offer hybrid systems, however as Rodger points out, “You just need to be careful when we’re talking about former employees getting a chance to do a post cessation exercise and how that interacts with current employees. You probably don’t want a situation where an individual who stays can’t exercise before an exit but an individual who leaves can exercise. If that were the case, an individual could leave, exercise the option and then sell the shares, make a profit, and do better than people who have stayed.”
Constructing a scheme that works for you
Designing a system based on US expectations can absolutely be achieved in the UK, and vice versa. It’s important to think about what your employees’ expectations are, what will make them feel valued and incentivise them to stay and grow with the company, while balancing the practicalities of cost, time, and attention.
As Gavin summarises, “It’s a bit counter intuitive. If you’re coming from a US perspective, you think it’s easier to have a time-based schedule, paying for the shares or not, which is nice and simple, and easily explained to people. But actually, when you start to work through it, it can get a little bit more complicated in practice, which is why a lot of people end up with the exit only route.”
Keeping things simple requires you to define what simple means in your context. Knowing what outcomes you want makes the whole setup so much easier. Getting the advice and guidance from folks like Rodger and Gavin, who’ve worked with and helped design countless different systems can help you tease out what’s possible, what’s efficient, and what will suit you best as you grow your company.
This is part three of a three-part series on share incentive schemes, written in partnership with Shepherd and Wedderburn. Part one went over the basics of good-leaver and bad-leaver provisions, and part two dug into vesting and exit-only options. Want a part four? Get in touch with Rodger, Gavin, and their team here, regardless of the stage you’re at with your startup. They’re always happy to help.
📅 Events
☕️ Unfiltered Series: Open to everyone, join CodeBase to connect with members of the local tech community. Come for a coffee, networking, & build connections!
☕ 07/10, 09:00 🗺️ Inverness: MORE INFO
☕ 07/10, 09:00 🗺️ Stirling: MORE INFO
☕ 07/10, 09:00 🗺️ Dumfries: MORE INFO
👩🦰 07/10, 09:30, 🗺️ Glasgow: Female Founder Co-Working Club - October Stay inspired, motivated and connected throughout 2025 with the Female Founder Co-Working Club at Glasgow Eagle Labs MORE INFO
💻 07/10, 17:30, 🗺️ Edinburgh: Tech Meetup Edinburgh is a monthly gathering for Scotland’s tech community to connect, share ideas, and hear short talks on tech projects and topics. MORE INFO
⛓️💥 08/10, 17:00, 🗺️ Edinburgh: Blockchain Scotland Meetup Monthly Blockchain Scotland Meetup at the Bayes Centre in Edinburgh. MORE INFO
💲 09/10, 09:00, 🗺️ Edinburgh: Get Investor Ready - Power Up Your Business for Growth Get practical tips and strategies to attract investors and accelerate growth—whether you’re starting out or scaling up. MORE INFO
🤖 09/10, 18:00, 🗺️ Aberdeen: AI Builders - Aberdeen Mini Sprint #1, Aberdeen hosts its first AI Builders Mini Sprint, a hands-on evening to explore, experiment, and build with AI tools. MORE INFO
🎮 14/10 - 16/10, 18:00, 🗺️ Various: SGDA presents: Games Talks Live events feature lightning talks interspersed with general networking over 3 days across Edinburgh, Dundee and Glasgow to encourage collaboration and communication between Scottish games developers, and networking with visiting publishers and guests.
🎯 Tues 14th October; Edinburgh (Voodoo Rooms, EH2 2AA)
🎯 Weds 15th October; Dundee (Beat Generator, DD1 1PS)
🎯 Thurs 16th October; Glasgow (Sloans Ballroom, G2 8BG)
🗣️ 15/10, 18:00, 🗺️ Edinburgh: Business Networking Event Connect with tech entrepreneurs, startup founders, finance professionals, B2B pros and investors. MORE INFO
♻️ 16/10, 18:00, 🗺️ Glasgow: Small99’s People, Planet, Pint™: Sustainability Meetup Pop down to your local People Planet Pint meetup to find more about what’s going on locally with sustainability and how you can get involved. MORE INFO
🚀 21/10, 18:00, 🗺️ Edinburgh: Founders Meetup Edinburgh Tactical fireside chats with experienced entrepreneurs and speed networking with other founders, potential cofounders, and investors! MORE INFO
♻️ 23/10, 19:00, 🗺️ Aberdeen: Small99’s People, Planet, Pint™: Sustainability Meetup Pop down to your local People Planet Pint meetup to find more about what’s going on locally with sustainability and how you can get involved. MORE INFO
👾 23/10, 17:30, 🗺️ Edinburgh: Build with AI: The Lovable Hackathon An AI hackathon with Lovable: form a team (or watch as a spectator) to build apps from scratch using plain-English prompts, then pitch and test the results live. MORE INFO
♻️ 23/10, 18:15, 🗺️ Edinburgh: Small99’s People, Planet, Pint™: Sustainability Meetup Pop down to your local People Planet Pint meetup to find more about what’s going on locally with sustainability and how you can get involved. MORE INFO
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That’s all for this week - have a great one!
Team 🔥 Campfire