Last checked at 6 Nov 2014 18:27
Date: 6th November 2014
On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh", "the Company")
B.P. Marsh & Partners Plc
Directorate Change and Establishment of Non-dilutive Executive Share Scheme
B.P. Marsh, the niche venture capital provider to high growth financial services businesses, today announces that Natasha Dunbar will be resigning her position as Executive Director, with immediate effect. Natasha has worked with the Company since 1994. The Board is grateful for Natasha's contribution as an Executive Director but understands that her family commitments are her priority at this time.
Commenting on this development, Mr. Brian Marsh, Founder and Chairman, stated:
"We are sorry to see Natasha leave our executive team, she has been a longstanding part of this business and, should circumstances allow, we would welcome her experience on a non-executive basis."
The Company also announces that the Tasha Dunbar Life Interest Trust, a trust set up on behalf of Ms Natasha Dunbar, has today sold 1,421,130 ordinary shares in the Company ("Ordinary Shares") for 138 pence per share. The sale represents approximately 4.86% of the issued share capital of the Company and the Tasha Dunbar Life Interest Trust retains no residual shareholding in the Company.
These shares have been acquired by B.P. Marsh Management Limited ("BPMM"), a company wholly owned by Mr. Brian Marsh. Mr Brian Marsh now has a total interest (including the 171,000 Shares held by the Marsh Christian Trust) in 18,505,401 Shares, representing approximately 63.33% of the issued share capital of the Company.
Following the acquisition of these shares, in order to instigate a non-dilutive share incentive scheme, BPMM has today granted beneficial joint interests in 1,421,130 Ordinary Shares for no consideration to respective individual directors and senior employees of the Company to be held together with BPMM upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between each employee, the Company and BPMM.
Of the 1,421,130 Ordinary Shares in respect of which joint interests have been granted, the following directors of the Company have each acquired, jointly with BPMM, and upon and subject to the terms of a JOA, a beneficial interest (as joint owner) in the number of shares respectively shown opposite the name of each such director:
Name of Director | Number of Jointly-Owned Shares | Pre-existing Ordinary Shareholding |
Jonathan Newman | 355,283 | 0 |
Daniel Topping | 355,283 | 802 |
Camilla Kenyon | 241,592 | 0 |
The form of JOA used on this occasion was approved by the Remuneration Committee on 6th November 2014 and provides for the acquisition by the employee of a beneficial interest as joint owner (with BPMM) of Ordinary Shares in the Company. This acquisition will provide, inter alia, that if jointly-owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that BPMM receives at least 140p per Jointly Owned Share ("IMV") plus an amount representing interest at 3.5 per cent per annum on the IMV, and the employee is entitled to the balance (if any). Jointly Owned Shares will normally vest if the employee remains employed within the B.P. Marsh group of companies for a minimum period of three years.
The Board of B.P. Marsh is grateful to Mr. Brian Marsh for offering to utilise the purchased shares in such a way which, on a non-dilutive basis, will serve to incentivise further the executive directors and senior employees to grow and develop the Company in the medium to long term.
For further information:
PR Adviser
Redleaf PR bpmarsh@redleafpr.com
Emma Kane +44 (0)20 7382 4730
Nominated Adviser & Broker
Panmure Gordon
Fred Walsh / Charles Leigh-Pemberton / Atholl Tweedie +44 (0)20 7886 2500
Notes to Editors:
About B.P. Marsh & Partners Plc
B.P. Marsh's current portfolio contains eleven companies. More detailed descriptions of the portfolio can be found at www.bpmarsh.co.uk.
Since formation over 20 years ago, the Company has assembled a management team with considerable experience both in the financial services sector and in managing private equity investments. Many of the directors have worked with each other in previous roles, and all have worked with each other for at least five years.
Prior to Brian Marsh's involvement in the Company, he spent many years in insurance broking and underwriting in Lloyd's as well as the London and overseas market. He has over 30 years' experience in building, buying and selling financial services businesses, particularly in the insurance sector.
Jonathan Newman is a Chartered Management Accountant and is the Group Director of Finance and has over 17 years' experience in the financial services industry. Jonathan advises investee companies and has a number of non-executive appointments over three investee companies and evaluates new investment opportunities.
Daniel Topping is a Member of the Chartered Institute of Securities and Investment (MCSI) and an Associate of the Institute of Chartered Secretaries and Administrators (ACIS), having graduated from the University of Durham in 2005. Dan joined B.P. Marsh in February 2007 having started his career at an accountancy firm. In 2011 he was appointed as a director of B.P. Marsh and currently has a number of non-executive appointments over six investee companies and evaluates new investment opportunities.
Camilla Kenyon was appointed as Head of Investor Relations at B.P. Marsh in February 2009, having four years' prior experience with the Company. Camilla has a number of non-executive appointments over two investee companies, is Chair of the New Business Committee and is a Member of the Investor Relations Society.
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