Last checked at 7 Nov 2017 14:37
Date: 7th November 2017
On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh", "the Company")
B.P. Marsh & Partners Plc
("B.P. Marsh", "the Company")
PDMRs' Dealings
B.P. Marsh, the niche venture capital provider to high growth financial services businesses, today announces that B.P. Marsh Management Limited ("BPMM"), a company wholly owned by Mr. Brian Marsh, the Executive Chairman of the Company, has today purchased economic interests in 1,421,130 Ordinary Shares in the Company ("JSOP Joint Interests") for 245p per share from the joint beneficial ownership of various executive directors and senior employees of the Company (each an "Employee Participant"). The Ordinary Shares to which the JSOP Joint Interests relate amount to approximately 4.86% of the issued share capital of the Company.
The JSOP Joint Interests that have been purchased by BPMM relate to the non-dilutive jointly owned share scheme that was established on 6th November 2014 and announced by the Company on the same date. On this date the Employee Participants entered into individual Joint Ownership Agreements ("JOAs") with BPMM which were duly approved by the Company's Remuneration Committee on 6th November 2014.
The terms of the JOA included a minimum vesting period of three years and, subject to the Employee Participant remaining employed for this duration, upon sale of the vested shares the proceeds of sale will be divided between the joint owners so that BPMM receives 154.7p per Jointly Owned Share (which represents the Initial Threshold Value of 140p plus a hurdle amount of 3.5% (simple interest) per annum) and the Employee Participant is entitled to the balance of 90.3p per Jointly Owned Share. Alternatively, as is the case here, BPMM can elect to offer to purchase the JSOP Joint Interests from the Employee Participants at the same rate.
The JOAs matured as fully vested on 6th November 2017 and the offer from BPMM was accepted by all Employee Participants in relation to all Joint Interests within the scheme and as such the JOAs have now been terminated.
Further details of the relevant PDMRs' resultant interests in Ordinary Shares are set out below:
Name of PDMR | JSOP Joint Interests purchased/sold | Ordinary Shares held under SIP | Ordinary Shares held directly |
Jonathan Newman | 355,283 (sold) | 12,335 | Nil |
Daniel Topping | 355,283 (sold) | 12,335 | 51,375 |
Camilla Kenyon | 241,592 (sold) | 12,335 | 1,787 |
Sinead O'Haire | 213,170 (sold) | 12,335 | 7,951 |
Alice Foulk | 127,901 (sold) | 12,335 | Nil |
Brian Marsh | 1,421,130 (purchased) | Nil | 16,986,401 * |
* includes 1,421,130 Ordinary Shares held by BPMM.
Mr Brian Marsh now has a total interest (including the 998,000 Shares held by the Marsh Christian Trust) in 17,984,401 Shares, representing approximately 61.5% of the issued share capital of the Company. It should therefore be noted that as a result of this transaction, the aggregate percentage of shares held by Directors/Management has not changed.
The three-year period in which this scheme operated has seen the share price increase by 76% from 138p to 245p.
For further information:
B.P. Marsh & Partners Plc www.bpmarsh.co.uk
Brian Marsh OBE +44 (0)20 7233 3112
Nominated Adviser & Broker
Panmure Gordon
Atholl Tweedie / Charles Leigh-Pemberton / Adam James +44 (0)20 7886 2500
The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Brian Marsh Management Limited | ||||
2 | Reason for notification | |||||
a) | Position / status | Closely Associated Person to Executive Chairman Brian Marsh | ||||
b) | Initial notification / amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | B.P. Marsh & Partners Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each ("Ordinary Shares") | ||||
Identification code | ISIN: GB00B0XLRJ79 | |||||
b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to a Joint Share Ownership Plan | ||||
c) | Price(s) and volumes(s) |
| ||||
e) | Date of the transaction | 2017-11-07 | ||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Alice Foulk | ||||
2 | Reason for notification | |||||
a) | Position / status | Executive Director, PDMR | ||||
b) | Initial notification / amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | B.P. Marsh & Partners Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each ("Ordinary Shares") | ||||
Identification code | ISIN: GB00B0XLRJ79 | |||||
b) | Nature of the transaction | Sale of jointly owned Ordinary Shares pursuant to vesting of a Joint Share Ownership Plan | ||||
c) | Price(s) and volumes(s) |
| ||||
e) | Date of the transaction | 2017-11-07 | ||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Daniel Topping | ||||
2 | Reason for notification | |||||
a) | Position / status | Executive Director, PDMR | ||||
b) | Initial notification / amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | B.P. Marsh & Partners Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each ("Ordinary Shares") | ||||
Identification code | ISIN: GB00B0XLRJ79 | |||||
b) | Nature of the transaction | Sale of jointly owned Ordinary Shares pursuant to vesting of a Joint Share Ownership Plan | ||||
c) | Price(s) and volumes(s) |
| ||||
e) | Date of the transaction | 2017-11-07 | ||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Jonathan Newman | ||||
2 | Reason for notification | |||||
a) | Position / status | Executive Director, PDMR | ||||
b) | Initial notification / amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | B.P. Marsh & Partners Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each ("Ordinary Shares") | ||||
Identification code | ISIN: GB00B0XLRJ79 | |||||
b) | Nature of the transaction | Sale of jointly owned Ordinary Shares pursuant to vesting of a Joint Share Ownership Plan | ||||
c) | Price(s) and volumes(s) |
| ||||
e) | Date of the transaction | 2017-11-07 | ||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Camilla Kenyon | ||||
2 | Reason for notification | |||||
a) | Position / status | Executive Director, PDMR | ||||
b) | Initial notification / amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | B.P. Marsh & Partners Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each ("Ordinary Shares") | ||||
Identification code | ISIN: GB00B0XLRJ79 | |||||
b) | Nature of the transaction | Sale of jointly owned Ordinary Shares pursuant to vesting of a Joint Share Ownership Plan | ||||
c) | Price(s) and volumes(s) |
| ||||
e) | Date of the transaction | 2017-11-07 | ||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Sinead O'Haire | ||||
2 | Reason for notification | |||||
a) | Position / status | Group Company Secretary, PDMR | ||||
b) | Initial notification / amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | B.P. Marsh & Partners Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 10 pence each ("Ordinary Shares") | ||||
Identification code | ISIN: GB00B0XLRJ79 | |||||
b) | Nature of the transaction | Sale of jointly owned Ordinary Shares pursuant to vesting of a Joint Share Ownership Plan | ||||
c) | Price(s) and volumes(s) |
| ||||
e) | Date of the transaction | 2017-11-07 | ||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
Notes to Editors:
About B.P. Marsh & Partners Plc
B.P. Marsh's current portfolio contains fifteen companies. More detailed descriptions of the portfolio can be found at www.bpmarsh.co.uk.
Since formation over 25 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.
Alice Foulk joined B.P. Marsh in September 2011 having started her career at a leading Life Assurance company. In 2014 she took over as Executive Assistant to the Chairman, running the Chairman's Office and established herself as a central part of the management team.
In February 2015 she was appointed as a Director of B.P. Marsh and a member of the Investment Committee. In January 2016 Alice was appointed Managing Director of B.P. Marsh.
In her position as Managing Director, Alice is responsible for the overall performance of the Company and monitoring the Company's overall progress towards achieving the objectives and goals of the Company, as set by the Board.
Dan Topping is the Chief Investment Officer of B.P. Marsh, having been appointed as a Director in 2011. He joined the Company in February 2007, following two years at an independent London accountancy practice. Dan is the Senior Executive with overall responsibility for the portfolio and investment strategy of B.P. Marsh.
Dan graduated from the University of Durham in 2005 and is a member of the Securities and Investment Institute and the Institute of Chartered Secretaries and Administrators.
Dan is a standing member of the B.P. Marsh Investment and Valuation Committees and currently serves as a Board Director across the portfolio.
Camilla Kenyon was appointed as Head of Investor Relations at B.P. Marsh in February 2009, having four years' prior experience with the Company. She was appointed to the main board in 2011. Camilla is Chair of the New Business Committee evaluating new investment opportunities. She acts as a nominee director and is a standing member of the Investment Committee. She is a Member of the Investor Relations Society.
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. Jon graduated from the University of Sheffield with an honours degree in Business Studies and joined the Group in November 1999, following two years at Euler Trade Indemnity and two years at a Chartered Accountants. Jon is a Member of the Chartered Global Management Accountants, the Chartered Management Accountants and the Chartered Institute of Securities and Investment.
Jon was appointed a Director of B.P. Marsh & Company Limited in September 2001, and Group Finance Director in December 2003 and was instrumental in the admission of the Group to AIM in February 2006. Jon is a member of the B.P. Marsh Investment and Valuation Committees and currently serves as a Board Director for Walsingham Motor Insurance Limited, and provides senior financial support and advice to all companies within the Group's portfolio as well as evaluating new investment opportunities.
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