B.p Marsh Regulatory News (BPM)

Date: 2nd June 2015

On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh", "the Company" or

"the Group")

Embargoed until: 0700hrs

B.P. Marsh & Partners Plc

("B.P. Marsh", "the Company" or "the Group")

Full Year Results

Final Results for the year to 31st January 2015

B.P. Marsh & Partners Plc, the niche venture capital provider to early stage businesses, announces its audited Group final results for the year to 31st January 2015.

The highlights of the results are:

· Increase in the Equity Value of the Portfolio of 15.5% over the year

· Net Asset Value of £63.0m (31st January 2014: £58.9m)

· Net Asset Value increase to 216p per share (31st January 2014: 202p)

· Total return to Shareholders in the year of 8.2% (2014: 6.9%)

· Two new investments made during the year, one in the UK and one in South Africa

· Consolidated profit after tax of £4.9m (31st January 2014: £3.8m)

· Average Net Asset Value annual compound growth rate of 11.3% since 1990

· Final Dividend of 2.75p per share declared

· Cash and treasury funds balance of £7.9m

Chairman's Statement

I am pleased to present the audited Consolidated Financial Statements of B.P. Marsh & Partners Plc for the year ended 31st January 2015.

At B.P. Marsh we spend a great deal of time working with our 13 partner companies on their businesses and the challenges they face. These companies, in which we have substantial holdings, together employ around 4,500 people and I would like, in this Statement, to express my appreciation to these personnel for all their work, without which our own good results and progress would of course not have been possible.

In this year we have again achieved a steady growth in the Equity Value of the Portfolio, with an increase of 15.5% since 31st January 2014, excluding realisation proceeds.

Our remaining £7.3m holding in Hyperion Insurance Group Limited is subject to a Call Option at that price until realisation in July 2016. If this item is excluded from the calculation (as its value is capped) the Equity Value of our Portfolio has increased by 19.5% over the year.

The Group has increased its Net Asset Value to £63.0m (216p per share), with an average annual compound Net Asset Value growth rate of 11.3% after running costs, realisations, losses and distributions and having made an appropriate allowance for deferred corporation tax since the Group's establishment in 1990 (excluding £10.1m raised on flotation).

The Group is in a strong position, having adequate cash to make new investments, provide follow on funding for existing investments and to reward our shareholders. As such the Board has recommended a final dividend of 2.75p per share for the year ended 31st January 2015, subject to Shareholder approval at the Company's next Annual General Meeting. It remains the aspiration of the Board to continue to pay this level of dividend for at least the current financial year ending 31st January 2016.

We have made two new investments during the year, totalling £1.7m in equity financing and committed £0.3m in loan funding, both of which fall within our heartland of insurance intermediaries.

We have continued to diversify the portfolio geographically, following the Group's investments in Australia, and have established Bastion Reinsurance Brokerage (PTY) Limited, a start-up Reinsurance Broker based in South Africa specialising in the provision of reinsurance solutions over a number of complex issues.

Although B.P. Marsh is firmly established in London, we estimate that as much as 75% of our business originates overseas. We are pleased about this as it is an aspect of the work undertaken by our partner companies which we know well. Apart from our own direct investments in Spain, Australia and South Africa, we are much involved in developing business alongside our investee companies in, to name just a few, Turkey, Brazil, and Dubai and we are presently looking at further developments in several other countries.

Business Update

Financial Performance

The Net Asset Value of the Group increased by 6.9% over the year to £63.0m, or 216p per share (2014: £58.9m or 202p per share). The Group's equity portfolio increased by 15.5% on a like-for-like basis with 2014, including a £7.3m holding in Hyperion Insurance Group, which is capped. Excluding this the remaining portfolio increased by 19.5% over the year.

Consolidated profit after tax increased by 28.8% to £4.9m (2014: £3.8m) in the year. Consolidated pre-tax profit was £5.9m (2014: £4.1m), of which £5.1m was derived from unrealised gains on revaluing the investment portfolio in line with current market conditions, an increase of 30.8% on the previous year (2014: £3.9m). The Group's strategy is to cover expenses from the portfolio yield, and on an underlying basis (excluding portfolio movement) this was achieved with a pre-tax profit of £0.8m for the year (2014: £0.2m).

The Group invested £1.7m in new equity investments and £1.4m for follow-on equity financing to its existing portfolio during the year. In addition the Group provided net new loans for working capital to the portfolio of £0.4m. Cash funds (including Treasury funds) at 31st January 2015 were £7.9m.

Income from investments increased by 24% to £2.8m over the year (2014: £2.3m) as the Group continues to invest in new and existing opportunities. Operating expenses, including costs of making new investments, were 9% higher during the year at £2.2m (2014: £2.0m) in line with the increased portfolio.

The Group's Treasury funds increased by 4.7% over the year (net of fund management charges) which compared favourably with the FTSE 100 increasing by 3.7% over the same period.

The Group continued to maintain a 2.75p per share dividend payment during the year, as announced previously (2014: 2.75p/share). Total shareholder return for the year was therefore 8.2% (2014: 6.9%) including the dividend payment and the Net Asset Value increase. The Group has delivered an annual compound growth rate of 11.3% in Net Asset Value after all costs, realisations, losses, distributions and deferred tax since 1990 (excluding the £10.1m raised on flotation).

Investment Strategy

The Group typically invests amounts of up to £3m and takes minority equity positions, normally acquiring between 15% and 45% of an investee company's total equity. Based on our current portfolio, the average investment has been held for approximately 7 years. The Group requires its investee companies to adopt certain minority shareholder protections and appoint a director to its board. The Group's successful track record is based on a number of factors that includes a robust investment process, management's considerable sector experience and a flexible approach to exit.

The Group's well-respected contacts within the insurance intermediary sector ensure access to a wide variety of new investment opportunities and enable discussions on these to be initiated at an early stage. The Group has seen a regular flow of new business opportunities within its heartland of interest and is continuing discussions on a number of these.

The Group received 59 relevant new investment proposals during the year, of which 24% warranted continued detailed investigation and 3% (2 new investments) were completed.

Of the proposals, 52% fell within the insurance sector, the area of the Group's specialism. The opportunities have ranged from start-ups to investments in established businesses.

Throughout the period M&A activity within the Lloyd's Insurance Market itself has been very active, especially in regard to Lloyd's larger broking entities. Transactions involving the larger companies within the Insurance Market tend to create opportunities for the Group either directly or via its investee companies.

At year end, the Group had £7.9m in cash and treasury funds, of which £6.8m is currently available for new investment opportunities after commitments.

New Investments

Bastion Reinsurance Brokerage (PTY) Limited ("Bastion")

In December 2014, the Group acquired a 35% Cumulative Preferred Ordinary shareholding in Bastion, a start-up Reinsurance Broker based in South Africa, for a total cash consideration of £0.1m.

In addition to the equity investment, the Group provided Bastion with a loan facility of £0.34m, all of which has, since the year-end, been drawn down to support working capital requirements.

Bastion provides specialist reinsurance solutions to a number of insurance companies and managing general agents in Africa. The Group undertook this investment as it was an opportunity to gain a foothold in the South African Reinsurance Market, whilst also backing a management team with a strong track record.

Ian Snowball, the Chairman of Bastion, has worked for various insurance and reinsurance businesses both in the South African and Lloyd's of London markets and has a 30 year track record in the insurance industry with considerable experience in the mid-market insurance sector.

Bastion's CEO, Lance Brogden, also has wide-ranging experience in the South African reinsurance and financial services sectors, having worked for a number of insurance related and multinational organisations over the past 20 years.

Nexus Underwriting Management Limited ("Nexus")

On 14th August 2014 the Group subscribed for a 5% Preferred Ordinary shareholding in Nexus, one of the largest independent Specialty Managing General Agents in the London market and 12th largest Managing General Agency in the UK, for a total consideration of £1.55m. The funds have been used to assist the company in its growth ambitions.

Founded in 2008 by Colin Thompson, its CEO, Nexus has grown rapidly in the six years since inception; from a standing start it now writes over US$350m Gross Written Premium annually.

Nexus has two operating subsidiaries, Nexus Underwriting Limited, which underwrites Speciality Insurance Products (Directors & Officers, Professional Indemnity, Financial Institutions and Accident & Health), and Nexus CIFS Limited, which specifically covers Trade Credit Insurance. Nexus CIFS Limited has recently won the title of Credit Insurer of the Year 2015 at the Institute of Credit Management Awards.

The Group considered that the opportunity to invest in a well-established and fast-growing business, with on-going development potential and an experienced and ambitious management team, justified a smaller minority stake (at 5%) than is typical for the Company.

Bulwark Investment Holdings (PTY) Limited ("Bulwark")

Following the year end, in April 2015 the Group, alongside its existing South African Partners, established a new venture, Bulwark, of which the Company owns 35%. This South African based holding company, funded via a £0.5m loan facility from the Company, establishes Managing General Agents in South Africa.

To date £0.15m of the loan facility has been drawn upon, and Bulwark has established two new Managing General Agents, Preferred Liability Underwriting Managers (PTY) Limited ("Preferred") and Mid-Market Risk Acceptances (PTY) Limited ("MMRA").

Preferred is a Managing General Agent which writes corporate and commercial liability business. Since it commenced writing business, Preferred has exceeded budget and looks well placed to fulfil the Group's expectations.

MMRA is a Managing General Agent which writes mid-market commercial property risk. Performance of MMRA to date has been encouraging.

This investment, alongside our existing South African Partners, illustrates the Company's view that the South African insurance market offers substantial growth opportunities, given its continued and increasing exposure to the London Insurance market.

Disposals

Portfolio Design Group International Limited

The Group disposed of its respective stakes, to its fellow shareholders, in Portfolio Design Group International Limited, Morex Commercial Limited, Preferred Asset Management Limited and New Horizons Nominees Limited (together the "PDGI Businesses") on 1st May 2014 for a combined cash consideration of £1.3m.

The Group considered this to be an opportune moment to exit and in keeping with the Company's strategy, delivering an internal rate of return of 24.5% per annum, including all income received.

This divestment delivered cash to the Group which has enabled it to undertake new opportunities. It has also allowed the PDGI Businesses to restructure their shareholder base accordingly and pursue new ventures as they see fit. 

Portfolio Developments

United Kingdom

Besso Insurance Group Limited ("Besso")

Following the year end, Besso announced a number of changes to its Board structures positioning Besso for its next phase of growth and expansion.

Howard Green, Chairman of Besso Property, will become CEO of Besso Limited. Mr. Green joined Besso in 1985 and is one of the founding members and architects of the business. He has nearly 50 years' experience in the insurance industry working in the Lloyd's market and specialising in property.

Roddy Caxton-Spencer (Chairman of Besso International), Robert Dowman (Head of Besso Global Casualty) and Russell Nichols (Head of Besso Global Property), have been appointed to the Besso Insurance Group Board.

John Hudson (Managing Director of Besso Marine), has been appointed as a Director of Besso Limited.

Colin Marshall, a founding partner of the Group, has announced his retirement as a Director of Besso Insurance Group and as CEO of Besso Limited.

Hyperion Insurance Group Limited ("Hyperion")

Hyperion has announced its results for the year to 30th September 2014. Total revenue was up 19% to £199.0m, whilst EBITDA (before non-recurring and acquisition costs and discontinued operations) increased by 20% to £43.2m, being an EBITDA margin of 21.7%.

In April 2015 Hyperion completed a merger with R K Harrison Holdings Limited. Following this merger Hyperion has become the world's largest employee-owned insurance and reinsurance intermediary group. The Company presently has a 1.61% shareholding in the combined group.

LEBC Holdings Limited ("LEBC")

LEBC continues to perform well in the post Retail Distribution Review environment. Its trading subsidiary LEBC Group Limited published its 30th September 2014 year-end results declaring a pre-tax profit of £1.10m for the year, a 43% increase in profit over the year-ended 30th September 2013 (£0.77m).

The independent financial adviser firm, which has 14 branches across the United Kingdom, also increased turnover by 8.8%, from £11.29m in 2013 to £12.28m in 2014. LEBC is continuing this excellent momentum into 2015. It is envisaged that the increased flexibility for pensions introduced in 2015 will lead to increased demand for independent advice in future for retirement planning. 

During the year, following the provision of loan funding to an Employment Benefit Trust, the Group assisted LEBC in the establishment of a management incentive scheme. This scheme has further aligned the interests of the senior management team with that of the Company positioning LEBC to build upon its current momentum and growth.

Trireme Insurance Group Limited ("Trireme")

On 18th August 2014 US Risk (UK) Limited changed its name to Trireme Insurance Group Limited. The underlying businesses of Oxford Insurance Brokers Limited and James Hampden International Insurance Brokers Limited have retained their names. This re-branding coincided with Trireme moving into new offices at 6 Bevis Marks, enabling the Trireme businesses to operate from a single site.

On 29th May 2014, the Group subscribed to its pro-rata proportion of a £1.2m Rights Issue in Trireme. Total consideration paid amounted to £0.35m for newly issued B Ordinary Shares with the Group maintaining its shareholding. The Rights Issue was undertaken to provide financial support for the on-going development of the business.

Walsingham Motor Insurance Limited ("Walsingham")

In February 2015, the Group provided a further £0.3m of equity funding to Walsingham, and acquired an additional 10.5% in the business. This increases the Group's stake in Walsingham to 40.5%. The additional funding provided will be used for the on-going development of the business.

In April 2015 Walsingham established a new Fleet Facility with capacity from the New India Assurance Company Limited. This new facility will allow Walsingham to enter its next stage of development and will provide a sound building block for growth.

Europe

Summa Insurance Brokerage, S.L ("Summa")

In December 2014, the Group acquired a further 28.625% equity stake in Summa, the Spanish insurance broker consolidator, for a cash consideration of €1.25m, increasing the Group's stake in Summa to 77.25%.

This was a commercially prudent opportunity to provide an exit for a non-strategically aligned third party shareholder which will allow Summa's management team to wholly focus on taking advantage of its strong position within the Spanish Insurance Market. The Group believes that this further acquisition will be value accretive and is in the best interests of Summa and the Company.

The Board of B.P. Marsh considers this majority stake as an exceptional holding. Our ongoing strategy remains to acquire minority equity stakes in early stage financial services businesses and remains unaltered. In respect of this exception, the Group has taken advantage of a new amendment to IFRS 10, which exempts an investment entity from having to consolidate a subsidiary.

In 2014 the Spanish economy grew by 2.6% and in 2015 Spain is expected to be one of the fastest growing economies within the Eurozone. The Board believes that Summa is well positioned in this stabilising market and looks forward to working with Summa's management team to bring about growth.

For the year ended 31st December 2014, Summa reported revenues of €5.57m, with an EBITDA of €1.20m. Performance over 2015 is encouraging, and with the substantial restructuring undertaken by Summa throughout 2014, it is envisaged that Summa will build upon its now solid foundations.

Australia

The Group's two investments in Australia, Sterling Insurance Holdings (PTY) Limited and MB Prestige Holdings (PTY) Limited, continue to perform in line with or above the Group's expectations at the current time, and continue to experience growth across their two areas of expertise.

This is notwithstanding the fact that competition remains strong in the Australian market with recent market entrants looking to establish themselves whilst the larger players continue to focus on both driving operational efficiencies and growth, against a backdrop of broadly stagnant rate increases.

Nevertheless the Group's investments in Australia benefit from it being a safe and secure domicile in which to transact business with a transparent tax and legal system.

Share Buybacks

As part of the Group's efforts to reduce the Share Price discount to Net Asset Value, during the financial year the Group undertook a number of low volume daily share buybacks, taking advantage of the window of opportunity when the Group's Share Price represented a significant discount to Net Asset Value. Since 1st February 2014, the Group has acquired 63,000 shares for a total cash consideration of £82,450, which has helped to underpin the share price. Of the 63,000 shares, 59,040 are currently held in Treasury.

Dividend

The Group is pleased to announce that the Board has recommended a final dividend of 2.75p per share for the year ended 31st January 2015, subject to Shareholder approval at the Company's next Annual General Meeting. If approved the recommended dividend will be payable on 24th July 2015 to all the shareholders on the register of members at the close of business on the record date of 26th June 2015.

It remains the Board's aspiration to maintain at least this level of dividend for the current year ending 31st January 2016, subject to ongoing review and approval by the Board and the Shareholders.

The Management team remains positive about the Company's ability to generate long term returns from the existing investment portfolio, alongside an interesting pipeline of new investment opportunities.

Board Composition

In January 2015 the Board was pleased to announce the appointment of Campbell Scoones as Non-Executive Deputy Chairman. Campbell was originally appointed as a Non-Executive Director of B.P. Marsh in April 2013.

The Board was also pleased to appoint Alice Foulk to the Board as an Executive Director in February 2015, in order to reflect her increased involvement and contribution.

On 6th November 2014, Natasha Dunbar resigned from the Group after a period of service of twenty years. The Board expresses its thanks to her for all her efforts over the years.

Following the above, Pankaj Lakhani was asked to join the Board as a Non-Executive Director, as well as a member of the Remuneration Committee and Valuation Committee with effect from 21st May 2015.

Pankaj Lakhani, aged 61, has over 40 years' experience within the Global Insurance Sector, having worked at the Marsh McLennan Group, Admiral Underwriting and Victor O. Schinnerer & Company Limited.

Summary

Since our establishment over a quarter century ago and now approaching our first decade of listed status, we have cash in hand to make new investments and reward shareholders. We have achieved annual compound growth of 11.3% and our Net Asset Value per share has increased to 216p. The Group looks forward to the year ahead with confidence and this is reflected in our aspiration to maintain a dividend of at least 2.75p per share in the current year.

Brian Marsh OBE

1st June 2015

Investments

As at 31st January 2015 the Group's equity interests were as follows:

Bastion Reinsurance Brokerage (PTY) Limited

(www.bastionre.co.za)

In December 2014 the Group invested in Bastion Reinsurance Brokerage (PTY) Limited ("Bastion"), a start-up Reinsurance Broker based in South Africa. Established in May 2013 by its CEO and Chairman, Bastion specialises in the provision of reinsurance solutions over a number of complex issues, engaged by various insurance companies and managing general agents.

Date of investment: December 2014

Equity stake: 35%

31st January 2015 valuation: £155,000

Besso Insurance Group Limited

(www.besso.co.uk)

In February 1995 the Group assisted a specialist team departing from insurance broker Jardine Lloyd Thompson Group in establishing Besso Holdings Limited. The company specialises in insurance broking for the North American wholesale market and changed its name to Besso Insurance Group Limited in June 2011.

Date of investment: February 1995

Equity stake: 37.94%

31st January 2015 valuation: £10,899,000

The Broucour Group Limited

(www.turnerbutler.co.uk)

In March 2008 the Group assisted in establishing a business sales platform that provides valuation and negotiation services for the sale of SME businesses in the sub £3m sector. In July 2012 Broucour was formed as a new holding company, and the Group financed the acquisition of Turner Butler.

Date of investment: March 2008

Equity stake: 49.0%

31st January 2015 valuation: £291,000

Hyperion Insurance Group Limited

(www.hyperiongrp.com)

The Group first invested in Hyperion in 1994. Hyperion owns, amongst other things, an insurance broker specialising in directors' and officers' ("D&O") and professional indemnity ("PI") insurance. In 1998 Hyperion set up an insurance managing general agency specialising in developing D&O and PI business in Europe. In July 2012 Hyperion acquired Windsor and in July 2013 the Group sold 80% of its holding to General Atlantic in July 2013, with the remaining holding being valued at the agreed option price. In April 2015 Hyperion completed a merger with R K Harrison Holdings Limited. Following this merger Hyperion has become the world's largest employee-owned insurance and reinsurance intermediary group and the Group's shareholding is now, post year-end, 1.61%.

Date of investment: November 1994

Equity stake: 2.24%

31st January 2015 valuation: £7,310,000

LEBC Holdings Limited

(www.lebc-group.com)

In April 2007 the Group invested in LEBC, an Independent Financial Advisory company providing services to individuals, corporates and partnerships, principally in employee benefits, investment and life product areas.

Date of investment: April 2007

Equity stake: 34.91%

31st January 2015 valuation: £6,983,000

MB Prestige Holdings PTY Limited

(www.mbinsurance.com.au)

In December 2013 the Group invested in MB Prestige Holdings PTY Ltd, the parent Company of MB Insurance Group PTY a Managing General Agent, headquartered in Sydney, Australia. MB Group is recognised as a market leader in respect of prestige motor vehicle insurance in all mainland states of Australia.

Date of investment: December 2013

Equity stake: 40.0%

31st January 2015 valuation: £1,288,000

Randall & Quilter Investment Holdings Limited

(www.rqih.com)

Randall & Quilter Investment Holdings is an AIM listed run-off management service provider and acquirer of solvent insurance companies in run-off. The Group invested in Randall & Quilter in January 2010, the result of a share exchange with the Group's shareholding in JMD Specialist Insurance Services Group Limited, which Randall & Quilter wholly acquired.

Date of investment: January 2010

Equity stake: 1.33%

31st January 2015 valuation: £1,243,000

Sterling Insurance PTY Limited

(www.sterlinginsurance.com.au)

In June 2013, in a joint venture enterprise alongside Besso, the Group invested in Sterling Insurance PTY Limited, an Australian specialist underwriting agency offering a range of insurance solutions within the Liability sector, specialising in niche markets including mining, construction and demolition.

Date of investment: June 2013

Equity stake: 19.70%

31st January 2015 valuation: £2,265,000

Summa Insurance Brokerage, S. L.

(www.grupo-summa.com)

In January 2005 the Group provided finance to a Madrid-based Spanish management team with the objective of acquiring and consolidating regional insurance brokers in Spain. Through acquisition Summa is able to achieve synergistic savings, economies of scale and greater collective bargaining thereby increasing overall value.

Date of investment: January 2005

Equity stake: 77.25%

31st January 2015 valuation: £4,326,000

Trireme Insurance Group Limited

(www.oxfordinsurancebrokers.co.uk)

(jhinternational.co.uk)

In July 2010 the Group completed an investment in Trireme Insurance Group Limited (formerly known as US Risk (UK) Ltd), the parent company of Oxford Insurance Brokers Ltd and James Hampden International Insurance Brokers Ltd, London-based Lloyd's specialist international reinsurance and insurance intermediaries. Trireme Insurance Group Limited is also the parent company of Abraxas Insurance AG, a Swiss-based underwriting agency specialising in Directors & Officers Liability Insurance, Professional Liability Insurance, Insurance for Financial Institutions, Medical malpractice Insurance, Property Insurance and Event Insurance.

Date of investment: July 2010

Equity stake: 30.57%

31st January 2015 valuation: £2,033,000

Walsingham Motor Insurance Limited

(www.walsinghamunderwriting.com)

In December 2013 the Group invested in Walsingham Motor Insurance Limited, a new niche UK Motor Managing General Agency. Walsingham was established in August 2012 and commenced trading in July 2013 having secured primary capacity from Calpe. Post year-end the Group acquired a further 10.5% equity, taking the current shareholding to 40.5%.

Date of investment: December 2013

Equity stake: 30.0%

31st January 2015 valuation: £300,000

These investments have been valued in accordance with the accounting policies on Investments set out in note 1 of the Consolidated Financial Statements.

Investments made after the year end:

Bulwark Investment Holdings (PTY) Limited

In April 2015 the Group, alongside its existing South African Partners, established a new venture, Bulwark Investment Holdings (PTY) Limited ("Bulwark"), a South African based holding company which establishes Managing General Agents in South Africa. To date Bulwark has established two new Managing General Agents: Preferred Liability Underwriting Managers (PTY) Limited and Mid-Market Risk Acceptances (PTY) Limited.

Date of investment: April 2015

Equity stake: 35%

31st January 2015 valuation: N/A

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31ST JANUARY 2015

The result for the year is wholly attributable to continuing activities.

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

31ST JANUARY 2015

(Company Number: 05674962)

The Financial Statements were approved by the Board of Directors and authorised for issue on 1st June 2015

and signed on its behalf by:

B.P. Marsh & J.S. Newman

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST JANUARY 2015

1The financial income as noted in the Consolidated Statement of Comprehensive Income is £450k (2014: £138k). The financial income in the Consolidated Statement of Cash Flows excludes realised income (which was reinvested) and unrealised income of £406k (2014: £78k) arising from the Group's treasury investments as this is a non-cash movement.

2The financial expenses as noted in the Consolidated Statement of Comprehensive Income are £51k (2014: £78k). The financial expenses in the Consolidated Statement of Cash Flows excludes treasury management costs of £51k (2014: £12k) as this is a non-cash movement.

3The exchange movement as noted in the Consolidated Statement of Comprehensive Income is a loss of £(244)k (2014: loss of £(108)k). The exchange movement in the Consolidated Statement of Cash Flows excludes an exchange loss of £(233)k (2014: loss of £(108)k) relating to the revaluation of loans denominated in Euros and Australian Dollars as this is a non-cash movement.

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST JANUARY 2015

No Company Statement of Cash Flows has been prepared as there has been no cash flow movement in the Company during the current and previous period, other than dividends received from B.P. Marsh & Company Limited ("BPMCL"), a subsidiary company, which were settled via an intercompany adjustment. The ordinary dividend payment to the Company's members during the year was paid directly by BPMCL and reflected in the Company through an intercompany adjustment. Accordingly the Company's "cash and cash equivalents" balance as at 31st January 2015 is £1k (2014: £1k).

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST JANUARY 2015

Refer to Note 22 for detailed analysis of the changes in the components of equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JANUARY 2015

1. ACCOUNTING POLICIES

Basis of preparation of financial statements

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted for use by the European Union ("IFRS"), and in accordance with the Companies Act 2006.

The consolidated financial statements are presented in sterling, the functional currency of the Group, rounded to the nearest thousand pounds (£'000) except where otherwise indicated.

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. In the process of applying the Group's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:

Assessment as an investment entity

Entities that meet the definition of an investment entity within IFRS 10: Consolidated Financial Statements ("IFRS 10") are required to account for their investments in controlled entities, as well as investments in associates at fair value through profit or loss. Subsidiaries that provide investment related services or engage in permitted investment related activities with investees that relate to the parent investment entity's investment activities continue to be consolidated in the Group results. The criteria which define an investment entity are currently as follows:

a) an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;

b) an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and

c) an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.

The Group's annual and interim consolidated financial statements clearly state its objective of investing directly into portfolio investments and providing investment management services to investors for the purpose of generating returns in the form of investment income and capital appreciation. The Group has always reported its investment in portfolio investments at fair value. It also produces reports for investors of the funds it manages and its internal management report on a fair value basis. The exit strategy for all investments held by the Group is assessed, initially, at the time of the first investment and this is documented in the investment paper submitted to the Board for approval.

The Board has also concluded that the Company meets the additional characteristics of an investment entity, in that it has more than one investment; the investments are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related parties. The Board has concluded that B.P. Marsh & Partners Plc and its two subsidiaries, B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited, which provide investment related services on behalf of B.P. Marsh & Partners Plc, all meet the definition of an investment entity. These conclusions will be reassessed on an annual basis for changes to any of these criteria or characteristics.

Application and significant judgments

When it is established that a parent company is an investment entity, its subsidiaries are measured at fair value through profit or loss. However if an investment entity has subsidiaries that provide services that relate to the investment entity's investment activities, exception to the Amendment of IFRS 10 is not applicable as in this case, the parent investment entity still consolidates the results of its subsidiaries. Therefore the results of B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited continued to be consolidated into its Group financial statements for the year.

Application and significant judgments (continued)

The most significant estimates relate to the fair valuation of the equity investment portfolio. The valuation methodology for the investment portfolio is detailed below. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

New standards effective during the year

As noted above, the Group has adopted IFRS 10 Amendment (Consolidated Financial Statements) and accounted for its investment in Summa Insurance Brokerage, S.L. when it became a subsidiary during the year at fair value through profit or loss. None of the other new standards, interpretations or amendments, which are effective for the first time in these consolidated financial statements, has had a material impact on these consolidated financial statements.

Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. Control, as defined by IFRS 10, is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

b) exposure, or rights, to variable returns from its involvement with the investee; and

c) the ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

a) rights arising from other contractual arrangements; and

b) the Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.

B.P. Marsh & Partners Plc ("the Company"), an investment entity, has two subsidiary investment entities, B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited, that provide services that relate to the Company's investment activities. The results of these two subsidiaries are consolidated into the Group consolidated financial statements. Summa Insurance Brokerage, S.L. ("Summa") became a subsidiary of B.P. Marsh & Company Limited following a further acquisition of a 28.625% equity stake in December 2014. The Group has taken advantage of the Amendment to IFRS 10 not to consolidate the results of Summa. Instead the investments in Summa are valued at fair value through profit or loss.

(ii) Associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that are held as part of the Group's investment portfolio are carried in the statement of financial position at fair value even though the Group may have significant influence over those companies.

Business combinations

The results of subsidiary undertakings are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

All business combinations are accounted for by using the acquisition accounting method. This involves recognising identifiable assets and liabilities of the acquired business at fair value. Goodwill represents the excess of the fair value of the purchase consideration for the interests in subsidiary undertakings over the fair value to the Group of the net assets and any contingent liabilities acquired. The one exception to the use of the acquisition accounting method was in 2006 when B.P. Marsh & Partners Plc became the legal parent company of B.P. Marsh & Company Limited in a share for share exchange transaction. This was accounted for as a reverse acquisition, such that no goodwill arose, and a merger reserve was created reflecting the difference between the book value of the shares issued by B.P. Marsh & Partners Plc as consideration for the acquisition of the share capital of B.P. Marsh & Company Limited. This compliance with IFRS 3: Business Combinations ("IFRS 3") also represented a departure from the Companies Act.

Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

Associates are those entities in which the Group has significant influence, but not control, over the financial and operatingpolicies. Investments that are held as part of the Group's investment portfolio are carried in the Consolidated Statement of Financial Position at fair value even though the Group may have significant influence over those companies. This treatment is permitted by IAS 28: Investment in Associates ("IAS 28"), which requires investments held by venture capital organisations to be excluded from its scope where those investments are designated, upon initial recognition, as at fair value through profit or loss and accounted for in accordance with IAS 39: Financial Instruments ("IAS 39"), with changes in fair value recognised in the profit or loss in the period of the change. The Group has no interests in associates through which it carries on its business.

No Statement of Comprehensive Income is prepared for the Company, as permitted by Section 408 of the Companies Act 2006. The Company made a profit for the year of £4,934,864, prior to a dividend distribution of £803,825 (2014: profit of £3,833,449 prior to a dividend distribution of £365,375).

Employee services settled in equity instruments

The Group issued cash settled share-based awards to certain employees. A fair value for the cash settled share awards is measured at the date of grant. The Group measured the fair value using the Black-Scholes method which was considered to be the most appropriate valuation technique to value the awards.

The fair value of the award is recognised as an expense over the vesting period on a straight-line basis, after allowing for an estimate of the share awards that will eventually vest. The level of vesting is reviewed annually and the charge is adjusted to reflect actual or estimated levels of vesting with the corresponding entry to capital contribution.

Investments - equity portfolio

All equity portfolio investments are designated as "fair value through profit or loss" assets and are initially recognised at the fair value of the consideration. They are measured at subsequent reporting dates at fair value.

The Board conducts the valuations of equity portfolio investments. In valuing equity portfolio investments, the Board applies guidelines issued by the International Private Equity and Venture Capital Valuation ("IPEVCV") Committee. The following valuation methodologies have been used in reaching the fair value of equity portfolio investments, some of which are in early stage companies:

a) at cost, unless there has been a significant round of new equity finance in which case the investment is valued at the price paid by an independent third party. Where subsequent events or changes to circumstances indicate that an impairment may have occurred, the carrying value is reduced to reflect the estimated extent of impairment;

b) by reference to underlying funds under management;

c) by applying appropriate multiples to the earnings and revenues of the investee company; or

d) by reference to expected future cash flow from the investment where a realisation or flotation is imminent.

Both realised and unrealised gains and losses arising from changes in fair value are taken to the Consolidated Statement of Comprehensive Income for the year. In the Consolidated Statement of Financial Position the unrealised gains and losses arising from changes in fair value are shown within a "fair value reserve" separate from retained earnings. Transaction costs on acquisition or disposal of equity portfolio investments are expensed in the Consolidated Statement of Comprehensive Income.

Income from equity portfolio investments

Income from equity portfolio investments comprises:

a) gross interest from loans, which is taken to the Consolidated Statement of Comprehensive Income on an accruals basis;

b) dividends from equity investments are recognised in the Consolidated Statement of Comprehensive Income when the shareholders rights to receive payment have been established; and

c) advisory fees from management services provided to investee companies, which are recognised on an accruals basis in accordance with the substance of the relevant investment advisory agreement.

Investments - treasury portfolio

All treasury portfolio investments are designated as "fair value through profit or loss" assets and are initially recognised at the fair value of the consideration. They are measured at subsequent reporting dates at fair market value as determined from the valuation reports provided by the fund investment manager.

Both realised and unrealised gains and losses arising from changes in fair market value are taken to the Consolidated Statement of Comprehensive Income for the year. In the Consolidated Statement of Financial Position the unrealised gains and losses arising from changes in fair value are shown within the retained earnings reserve as these investments are deemed as being easily convertible into cash. Costs associated with the management of these investments are expensed in the Consolidated Statement of Comprehensive Income.

Income from treasury portfolio investments

Income from treasury portfolio investments comprises of dividends receivable which are either directly reinvested into the funds or received as cash.

Carried interest provision

This represents the amount payable to a director in the event of a particular equity investment being sold and is calculated on the fair value of that investment at the end of each reporting period.

Property, plant and equipment

Property, plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the property, plant and equipment cost less their estimated residual value, over their expected useful lives on the following bases:

Furniture & equipment - 5 years

Leasehold fixtures and fittings - over the life of the lease

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies at the reporting period are translated at the exchange rate ruling at the reporting period.

Transactions in foreign currencies are translated into sterling at the foreign exchange rate ruling at the date of the transaction.

Exchange gains and losses are recognised in the Consolidated Statement of Comprehensive Income.

Taxation

The tax expense represents the sum of the tax currently payable and any deferred tax. The tax currently payable is based on the estimated taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Consolidated Statement of Financial Position.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and of liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and it is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each date of the Consolidated Statement of Financial Position and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to the Consolidated Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Taxation (continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis.

Pension costs

The Group operates a defined contribution scheme for some of its employees. The contributions payable to the scheme during the period are charged to the Consolidated Statement of Comprehensive Income.

Operating leases

Rentals under operating leases are charged on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight- line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.

Financial assets and liabilities

Financial instruments are recognised in the Consolidated Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. De-recognition occurs when rights to cash flows from a financial asset expire, or when a liability is extinguished.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting period which are classified as non-current assets. They are stated at their cost less impairment losses.

Loans and borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowings. After initial recognition, these are subsequently measured at

amortised cost using the effective interest method, which is the rate that exactly discounts the estimated future cash flows through the expected life of the liabilities. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.

Trade and other receivables

Trade and other receivables in the Consolidated Statement of Financial Position are initially measured at original invoice amount and subsequently measured after deducting any provision for impairment.

Cash and cash equivalents

Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprise cash and short-term deposits as defined above and other short-term highly liquid investments that are readily convertible into cash and are subject to insignificant risk of changes in value, net of bank overdrafts.

Trade and other payables

Trade and other payables are stated based on the amounts which are considered to be payable in respect of goods or services received up to the date of the Consolidated Statement of Financial Position.

International Financial Reporting Standards in issue but not yet effective

At the date of authorisation of these consolidated financial statements there are no IFRS or International Financial Reporting Standards Interpretations Committee ("IFRS IC") interpretations or amendments issued but not yet effective that would be expected to have a material impact on the Group.

2. SEGMENTAL REPORTING

The Group operates in one business segment, provision of consultancy services to, as well as making and trading investments in, financial services businesses.

The Group identifies its reportable operating segments based on the geographical location in which each of its investments is incorporated and primarily operates. For management purposes, the Group is organised and reports its performance by two geographic segments: UK & Channel Islands and Non UK & Channel Islands.

If material to the Group overall (where the segment revenues, reported profit or loss or combined assets exceed the quantitative thresholds prescribed by IFRS 8 Operating Segments ("IFRS 8")), the segment information is reported separately.

The Group allocates revenues, expenses, assets and liabilities to the operating segment where directly attributable to that segment. All indirect items are apportioned based on the percentage proportion of revenue that the operating segment contributes to the total Group revenue (excluding any unrealised gains and losses on the Group's non-current investments).

Each reportable segment derives its revenues from three main sources from equity portfolio investments as described in further detail in Note 1 under 'Income from equity portfolio investments' and also from treasury portfolio investments as described in Note 1 under 'Income from treasury portfolio investments'.

All reportable segments derive their revenues entirely from external clients and there are no inter-segment sales.

Included within the operating income reported above are the following amounts requiring separate disclosure owing to the fact that they are derived from a single investee company and the total revenues attributable to that investee company are 10% or more of the total realised income generated by the Group during the period:

2. SEGMENTAL REPORTING (continued)

5. STAFF COSTS

The average number of employees, including all directors (executive and non-executive), employed by the Group during the year was 17 (2014: 16). All remuneration was paid by B.P. Marsh & Company Limited.

In addition, during the year Joint Share Ownership Agreements were entered into between certain directors and employees, the Company and B.P. Marsh Management Limited, a company wholly owned by the Executive Chairman and majority shareholder, Mr. B.P. Marsh. Refer to the Report of the Remuneration Committee on page 6 and Note 27 for further details.

In addition to the above, and as outlined in Note 18, Mr S.S. Clarke had an entitlement to a gain based on a carried interest. On 2nd May 2014 £197,033 was paid to Mr S.S. Clarke in settlement of this carried interest entitlement.

Of the 1,421,130 shares in respect of which joint interests were granted during the year, 1,080,059 shares were issued to directors (952,158 shares to directors serving during the year and 127,901 to an employee who was appointed a director subsequent to the year end). Refer to the Report of the Remuneration Committee on page 6 and Note 27 for further details.

The highest paid director also has a joint interest in 355,283 shares pursuant to a Joint Share Ownership Agreement entered into during the year. Refer to the Report of the Remuneration Committee on page 6 and Note 27 for further details.

The Company contributes into its defined contribution pension scheme on behalf of certain employees and directors. Contributions payable are charged to the Consolidated Statement of Comprehensive Income in the period to which they relate.

During the period, 4 directors (2014: 4) accrued benefits under the defined contribution pension scheme.

The tax assessed for the year is lower (2014: lower) than the standard rate of corporation tax in the UK.

The differences are explained below:

There are no factors which may affect future tax charges except as set out in Note 19.

10. EARNINGS PER SHARE FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS

During the year the Company paid a total of £82,450 in order to repurchase 63,000 ordinary shares at an average price of 131 pence per share (during the period August 2014 to January 2015). 3,960 ordinary shares were immediately cancelled upon purchases and the remaining 59,040 ordinary shares are being held by the Company in Treasury. The repurchase and subsequent cancellations of 3,960 ordinary shares resulted in a reduction in the number of ordinary shares in issue from 29,230,000 to 29,226,040.

Distributable reserves have been reduced by £82,054 as a result and the amount of £396, being the nominal value of the cancelled 3,960 ordinary shares, has been transferred to the Capital Redemption Reserve.

The Treasury shares do not have voting or dividend rights and have therefore been excluded for the purposes of calculating earnings per share.

12. NON-CURRENT INVESTMENTS - EQUITY PORTFOLIO

The principal additions relate to the following transactions in the year:

On 29th May 2014 the Group subscribed to its pro-rata proportion of a £1,200,000 Rights Issue in Trireme Insurance Group Limited ("Trireme") (formerly known as U.S. Risk (UK) Limited*). Total consideration paid amounted to £351,000 for 351,000 newly issued B Preferred Ordinary shares (£1 per share). In addition, on 30th October 2014, following the departure of a 5% minority shareholder and director of Trireme, the Group acquired its pro-rata proportion of the exiting director's 5% shareholding for a cash consideration of £63,105. As at 31st January 2015 the Group's holding in Trireme was 29.27% (effective economic holding of 30.57%). 

On 14th August 2014 the Group acquired a 5% equity stake in Nexus Underwriting Management Limited for a total consideration of £1,554,000.

On 5th December 2014 the Group acquired a further 28.625% equity stake in Summa Insurance Brokerage, S.L ("Summa") for a cash consideration of €1,248,177 (£997,884). The acquisition increased the Group's equity stake in Summa from 48.625% as at 31st January 2014 to 77.25% as at 31st January 2015.

On 11th December 2014 the Group acquired a 35% equity stake in Bastion Reinsurance Brokerage (PTY) Limited ("Bastion"), a start-up Reinsurance Broker based in South Africa, for a total cash consideration of £100,000.

The principal disposal in the year relates to the following transaction:

On 1st May 2014 the Group sold, to its fellow shareholders, its respective 20% stakes in Portfolio Design Group International Limited, Morex Commercial Limited, Preferred Asset Management Limited and New Horizons Nominees Limited (together the "PDGI businesses") for £1,250,000 in cash. As outlined in Note 18, S.S. Clarke, a non-executive Director of the Company, is entitled to 20% of any gain on the sale of the PDGI businesses after the deduction of expenses. Consequently, on 2nd May 2014 the Group paid S.S. Clarke £197,033 in respect of his entitlement due on the sale of the PDGI businesses as per the carried interest agreement between the Group and S.S. Clarke.

The unquoted investee companies, which are registered in England except Summa Insurance Brokerage S.L. (Spain), MB Prestige Holdings PTY Limited (Australia) and Bastion Reinsurance Brokerage (PTY) Limited (South Africa) are as follows:

*On 18th August 2014 U.S. Risk (UK) Limited formally changed its name to Trireme Insurance Group Limited.

In addition, as at 31st January 2015 the Group held 1.33% of the share capital of Randall & Quilter Investment Holdings Limited ("R&Q"). R&Q is an AIM listed company. 

The aggregate capital and reserves and profit/(loss) for the year shown above are extracted from the relevant local GAAP accounts of the investee companies except for those of Hyperion Insurance Group Limited which are prepared under IFRS.