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Interim Results

17 Oct 2017 07:00

RNS Number : 7447T
B.P. Marsh & Partners PLC
17 October 2017
 

 

 

Date: 17 October 2017

On behalf of: B.P. Marsh & Partners Plc

Embargoed until: 0700hrs

B.P. Marsh & Partners Plc

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

Interim Results

 

B.P. Marsh & Partners Plc, the niche venture capital provider to high growth businesses, announces its unaudited Group interim results for the six months to 31 July 2017 (the "Period").

 

The financial highlights for the Period are:

 

· Net Asset Value ("NAV") at 31 July 2017 of £88.8m (31 July 2016: £73.8m)

· Increased NAV per share of 304p (31 Jan 2017: 273p, 31 July 2016: 253p)

· Increase in the equity value of the portfolio of 24.6% in the Period

· 12.8% total shareholder return (31 July 2016: 5.8%)

· Significant rise in profit after tax (unaudited) of £10.2m (31 July 2016: £4m)

· Final dividend of 3.76p per share declared and paid in July 2017

· Dividend of 3.76p per share intended for year to 31 January 2018

· Cash and treasury funds balance of £22m, of which £13.2m uncommitted

· Current uncommitted cash of £8.6m available for investment

· Increase to the top limit of funding to £5m from £3m

 

The portfolio highlights for the Period are:

 

· New investments in CBC UK Ltd ("CBC") and XPT Group LLC ("XPT")

· Disposals of Besso Insurance Group Limited ("Besso") and Trireme Insurance Group Limited ("Trireme") delivering combined proceeds of £32.0m before tax

· Additional investment in LEBC Holdings Limited ("LEBC")

· Follow-on funding to Nexus Underwriting Management Limited ("Nexus")

· New investment post-period end in Mark Edward Partners LLC ("MEP")

 

Brian Marsh, B.P. Marsh Chairman, commented, "This solid set of results demonstrates substantial growth in our Investment Portfolio in line with our strategy to deliver value to shareholders."

 

For further information:

 

B.P. Marsh & Partners Plc www.bpmarsh.co.uk

Brian Marsh OBE / Camilla Kenyon +44 (0)20 7233 3112

 

Nominated Adviser & Broker

Panmure Gordon

Atholl Tweedie / Charles Leigh-Pemberton / Adam James +44 (0)20 7886 2500

 

Financial PR

Redleaf Communications

Emma Kane / Elisabeth Cowell +44 (0)20 7382 4732

 

 

Chairman's Statement

 

I am pleased to present the unaudited Consolidated Financial Statements of B.P. Marsh & Partners Plc for the six month period to 31 July 2017.

 

The Net Asset Value has increased to £88.8m from £73.8m as at 31 July 2016, representing an NAV per share of 304p (31 July 2016: 253p), and unaudited profit after tax in the Period was £10.2m, compared to £4m in the six months to 31 July 2016.

 

The disposals of Besso and Trireme during the Period provided the Company with combined proceeds of £32.0m before tax and we will deploy this into new investments and our existing investee companies.

 

We have for some time been following North America as an opportunity base and we are pleased to have made two new investments in US insurance intermediary businesses founded by industry veterans: XPT in June and Mark Edward Partners after the period end.

 

Meanwhile in London we made a new Lloyd's broking investment in CBC, a typical B.P. Marsh venture in a small business with big ambitions and a capable team to fulfil them.

 

Within the portfolio we took the opportunity to make an additional investment into LEBC, the national UK financial advisory business. LEBC has grown strongly in recent years and continues to do so by developing its traditional advice model to incorporate the best in technology advancement and steadily growing its corporate project work.

 

In addition, we provided additional financial support to Nexus by means of a £4m loan facility to enable Nexus to continue its M&A activity, with three new acquisitions made in 2017 to date.

 

We have a strong pipeline of new opportunities to consider and a healthy cash balance and our decision to increase our top limit for new investments from £3m to £5m in February has proved fruitful, opening new investment avenues for us to explore. The portfolio now has a healthy geographic spread, reflecting our overseas investment strategy to only invest in territories with a well-developed regulatory and compliance framework and where there are good opportunities for growth in partnership with a London-based investor. Our portfolio businesses in Australia, Canada, Singapore, and South Africa, whilst currently small scale, provide a solid footprint for development.

 

The Board is pleased to note the continued narrowing of the share price discount to NAV per share, continuing the progress we have made over the past five years. We value all our shareholders, large and small, and are pleased to record a 12.8% shareholder return in the period. We paid a dividend of 3.76p per share in July 2017, with this intended to be repeated in the coming two years. In addition, we have a stated Buy-Back policy that enables us to buy back shares should the NAV discount threshold reach 25% or more.

 

On a wider note, the 2017 Atlantic hurricane season is expected to rank among the costliest in recent years after a decade or so without major losses to the insurance industry. None of our investee companies are exposed to underwriting risk and, indeed, they should benefit from any tightening of rates following these events. However, the full effects will not become clear for some time.

 

The global political situation remains uncertain and we continue to keep a watchful eye on events. Meanwhile, with the Company making solid progress, we remain measured, diligent and energetic in pursuing our objectives.

 

Business Update

 

Summary of Developments in the Portfolio

 

New Investments

 

Investment in CBC UK Ltd

 

On 17 February 2017, the Group acquired, through a newly established company Paladin NewCo Limited ("Paladin") (now called Paladin Holdings Limited), an effective 35% shareholding in CBC.

 

CBC is a Retail and Wholesale Lloyd's Insurance Broker, offering a wide range of services to commercial and personal clients as well as broking solutions to intermediaries. For the year ending 31 December 2017, CBC has a forecast Revenue of £5.55m with a forecast EBITDA of £0.63m.

 

As part of the transaction, the Group partnered with CBC's management team and Andrew Wallas, who joined the Board as Non-Executive Chairman, delivering a 50% and 15% shareholding to both parties, respectively.

 

This transaction was made through Paladin to which the Group provided £4m of funding. This was provided via the subscription for a 35% shareholding in Paladin for nominal value and a Loan Facility of £4.0m which was fully drawn down on completion.

 

Having exited investments in two Lloyd's brokers, Besso and Trireme, during the Period, the Group was pleased to establish this new position in the Lloyd's broking sector, one of its traditional markets.

 

Investment in XPT Group LLC

 

On 13 June 2017, the Group invested US$6m into XPT, a New York based specialty lines insurance distribution company, subscribing for a 35% stake.

 

XPT is a newly established operation which is in active discussions with a number of parties over potential minority and majority investments into established entities in the US wholesale insurance arena. XPT plans to make one or two US-based acquisitions before the end of its first year.

 

The management team at XPT is a line-up of industry veterans, including Tom Ruggieri, formerly of Marsh, Advisen and Swett & Crawford; Mark Smith, former president and CEO of Stewart Smith; Jeff Heath, the founder of Heath Group; and Mason Power, former COO and Chief Marketing Officer at Swett & Crawford.

 

The investment in XPT is a return to the North American market for the Group, following on from the Company's recent investment in Canada, Stewart Specialty Risk Underwriting Ltd.

 

Investment in Mark Edward Partners LLC (post Period end)

 

On 12 October 2017, the Group invested into MEP taking a 30% equity stake and providing a US$2m loan facility available for future growth.

 

MEP is a specialty insurance broker offering a wide range of risk management services to both commercial and private clients. MEP is a national U.S. firm with licenses to operate in all 50 states and has offices in New York, Palm Beach and Los Angeles.

 

By investing in MEP, B.P. Marsh is entering into partnership with Mark Freitas, who has over 30 years of experience in the insurance industry. Having begun his career at American International Group ("AIG"), Mark joined Crystal & Company, where he subsequently became President and Chief Operating Officer, and saw the business increase its revenues significantly. He then left Crystal & Company in 2009 to establish MEP.

 

Increased Holdings

 

LEBC Holdings Ltd

 

The Group purchased a further 17.84% stake in LEBC for aggregate consideration of £7.14m on 26 July 2017.

 

The shares were purchased for cash from several sellers, including retiring employee shareholders, members of Management via LEBC's Employee Benefit Trust and Joint Share Ownership Plan and the Founder and CEO, Jack McVitie. As part of the transaction, the Joint Share Ownership Plan repaid the outstanding loan facility of £1m in full.

 

Following the purchase, the Company has an aggregate shareholding of 60.88% in LEBC, while the balance continues to be held by Founder and CEO, Jack McVitie and LEBC Management. The Group's usual strategy is to take minority equity positions. However in this instance the opportunity to make an additional investment proved compelling. The increase to a majority position will not result in any changes as the existing management will continue to run the business day to day. However, the Group has appointed Oliver Bogue as an additional director of LEBC alongside Camilla Kenyon, subject to regulatory approval.

 

Follow-on Funding

 

Nexus Underwriting Management Ltd

 

On 10 July 2017, the Group provided Nexus, in which it holds an 18.14% shareholding, with a £4m Loan Facility secured as part of a wider debt fundraising exercise, to undertake M&A activity.

 

Nexus secured £30m in loan facilities in total, with the balance of £26m provided by funds managed by HPS Investment Partners, LLC ("HPS"), the global investment firm.

 

To date, Nexus has drawn down £18m of this £30m facility, including £2m from the Group, using it alongside existing cash resources to acquire Vectura Underwriting ("Vectura"), Equinox Global Limited ("Equinox") and Zon Re Accident Reinsurance ("Zon Re") with further M&A activity planned for the remainder of 2017.

 

Vectura was established in 2007 and is a Managing General Agency based in London and offering clients a wide range of insurance products in the Marine Cargo space, in particular international cargo and freight liability insurance.

 

Equinox, founded in 2009, is a Trade Credit Managing General Agent with Lloyd's Coverholder approval with offices in London, New York, Paris, Hamburg and Amsterdam.

 

Zon Re is a management-owned Reinsurance Underwriting Manager based in New Jersey and founded in 2003 which offers domestic and international reinsurance capacity in the accident reinsurance space, specifically for primary life, property & casualty and accident & health.

 

By way of background, since the Company's investment in 2014, Nexus has grown its Gross Written Premium income from £56m in 2014 to a forecast £157m in 2017, an increase of 180%. In the same period, commission income has increased from £12.3m to a forecast £31m, an increase of 152%, and EBITDA has increased from £2.6m to a forecast £11m, an increase of 323%. The 2017 forecast figures include the three acquisitions noted above on a full year basis.

 

Disposals

 

Besso Insurance Group Ltd

 

The Group announced on 4 January 2017 that it had reached an agreement to sell its entire 37.94% shareholding in Besso for cash to BGC Partners Inc ("BGC"). Completion was announced on 28 February 2017, with the Group receiving £21.6m in cash (net of transaction costs and pre-tax) following BGC's 100% acquisition of Besso for an enterprise valuation of approximately £70.5m. Various adjustments were then made by reference to completion accounts, resulting in additional £0.4m consideration proceeds (net of transaction costs and pre-tax) being payable to the Group.

 

The Group's final proceeds from this sale represent an increase of £0.7m on the valuation at 31 January 2017 and an IRR of 21.9% since 1995, when the Company originally invested. It also represents an increase of 58% on its last published valuation of the same stake in Besso of £13.9m at 31 July 2015, being the last valuation prior to the commencement of the sale process.

 

Trireme Insurance Group Ltd

 

On 3 April 2017, the Group announced its intention to dispose of its 29.94% shareholding in Trireme for £2.96m cash, to its fellow shareholder US Risk Midco, LLC ("US Risk"). Due to the aggregate quantum of disposals and loan repayments within the portfolio over the previous 12 months, this required the approval of the Company's shareholders at a General Meeting. Such authority was given on 19 April 2017 and accordingly the sale completed shortly thereafter.

 

This disposal represents an uplift of 15% over the Group's valuation at 31 July 2016 and an IRR (including fees) of 15.6% since 2010, the date of investment.

 

As part of the disposal, Trireme repaid in full the outstanding £2.16m drawn down under its £2.42m loan facility with the Group, plus fees and accrued interest. As such, the total pre-tax proceeds received by the Group amounted to £5.19m.

 

Portfolio news

 

The Group's portfolio businesses have continued to develop as anticipated during the Period. Specific instances or developments are noted below:

 

The Fiducia MGA Company Ltd ("Fiducia")

 

Fiducia, the UK Marine Cargo Underwriting Agency, has opened a new office in Birmingham and launched a comprehensive marine trades facility for the UK regional marine market.

 

The office will be headed by underwriter Marc Watts, with assistant underwriter Gemma Ballard and with Bob Watts leading development. The team had previously worked together, both at Groves John and Westrup and at Northern Marine Underwriting.

 

CEO Gerry Sheehy commented "Fiducia officially launched in November 2016 with ambitions to recruit experienced specialists with the aim of broadening the firm's product base. Further expansion is planned over the next year and we are also seeing interest in our product set and capabilities from Europe."

 

LEBC Holdings Ltd

 

LEBC became directly authorised by the FCA on 1 August 2017. The business, which was previously an authorised representative of Tenet, has a compliance framework in place that has enabled the authorisation process.

 

Jack McVitie, Chief Executive, commented "Direct authorisation ensures we will be able to continue to put our clients at the heart of everything we do and will provide them with unequalled service across our 16 offices nationally. Given the pace of change we have seen in the business and the industry at large over the last few years, now is clearly the right time to make this change."

 

LEBC continues to be at the forefront of technological change within the wealth management sector and to look at ways to drive additional business and revenue using technology, in combination with its traditional face-to-face advice model. On 3 October 2017 LEBC announced that its "bionic" advice service had passed £1bn of new clients' assets invested, an increase of 100% in only nine months and with more than 37,000 clients using the service.

 

The corporate projects work undertaken by LEBC The Retirement Adviser continues to grow. The 2017 Moneyfacts Awards announced in September saw LEBC The Retirement Adviser winning the Retirement Adviser of the Year Award.

 

Sterling Insurance (PTY) Ltd ("Sterling")

MB Prestige Holdings (PTY) Ltd ("MB")

 

The Group's two investments in Australia; Sterling and MB, continue to perform in line with or above the Group's expectations at the current time.

 

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

 

For the year ended 31 December 2016 Summa met its budget, reporting Revenue of €6.1m and recurring EBITDA of €1.4m.

 

Despite some consolidation following the global financial crisis, the Spanish insurance intermediary market remains fragmented, with a high number of small regional players. Summa is one of the largest consolidators of regional insurance brokers in Spain, with an extensive network of offices and agents throughout the country. As such, the Group believes that Summa is well positioned to take advantage of growth opportunities moving forward.

 

This has been demonstrated by Summa's recent acquisition of the Mikel Lasa Correduria de Seguros, a regional insurance broker based in Mondragon, the capital of the Basque Country.

 

Additionally, the Group continues to work with Summa to develop their interaction with the Lloyd's and London Insurance Market.

 

The Board of both B.P. Marsh and Summa are aware of the ongoing independence movement in Catalonia and are monitoring the situation closely.

 

Walsingham Motor Insurance Ltd ("Walsingham")

 

Walsingham, the specialist fleet motor insurance underwriting agency, has continued to exceed expectations this year and is forecasting to deliver revenue and profits above budget for the year.

 

Dividend

 

A final dividend of 3.76p per share declared and paid in July 2017.

 

The Board aims to find a balance between utilising cash to invest in the existing portfolio and new opportunities, with providing investors with a healthy but sustainable yield. It is the Board's aspiration to maintain a dividend of at least 3.76p per share for the years ending 31 January 2018 and 2019, subject to ongoing review and approval by the Board and the shareholders.

 

Share Buy-Back

 

During the period of six months to 31 July 2017 the Group undertook seven Buy-Back transactions from the Market in line with its Buy-Back policy as announced on 3 March 2017 and 24 July 2017.

 

The Group's Share Buy-Back Committee meets periodically to decide if Buy-Back transactions should be undertaken when the discount to Net Asset Value of the Group's share price exceeds 25%. The suitability of the 25% threshold is regularly monitored by the Board. The Buy Backs are intended as a stabilising mechanism and have been particularly useful during periods of market instability.

 

The Group bought back 28,646 shares in total during the Period for an aggregate price of £53,967. These shares were transferred into Treasury and formed part of the award to Management and other staff as part of the Group's Share Incentive Scheme as announced on 29 June 2017.

 

Business Strategy

 

The Group invests amounts of up to £5m in the first round of funding and takes minority equity positions in Financial Services intermediaries, normally acquiring between 20% and 40% of an investee company's total equity. During the holding period, additional investment can lead to the Group having a majority holding, as is the case currently in LEBC and Summa. In these circumstances, day to day business operation remains with management, with the Group providing input, advice and assistance, as with all of its portfolio businesses.

 

The Group is comfortable with taking a long-term investment horizon. Based on our current portfolio, the average investment has been held for approximately 3.4 years.

 

The Group requires its investee companies to adopt minority shareholder protections and appoint a director to its board.

 

Since 1990 the Group has generated an average NAV annual compound growth rate of 11.7%. Its successful track record can be attributed to a number of factors that include a robust investment process, management's considerable sector experience and a flexible approach to exit.

 

Cash Balance

 

The Group has a current uncommitted cash balance of £8.6m available for new investment opportunities and for developing the existing portfolio.

 

Board Change

 

The Board was pleased to announce the appointment of Nicholas Walker as a Non-Executive Director, with effect from 6 September 2017. Upon appointment, Mr Walker also joined the Company's Remuneration Committee and Audit Committee.

 

Mr Walker is well-known to the Group, having worked with him in his capacity as Joint Managing Partner of Socios Financieros, the Madrid-based corporate finance firm which he founded in 1991, on matters relating to Summa, the Group's Spanish investment. This involvement resulted in Mr Walker's appointment as Non-Executive Director of Summa in February 2017.

 

Prior to founding Socios Financieros, Mr Walker was Vice President and Country Head of the Spanish M&A team at Citicorp from 1988-1991 and was an Analyst and Vice President at Bank of America International, including a member of its European M&A Group from 1985-1988.

 

The Board considers that Mr Walker's long track record in European and international M&A will bring additional depth to the Group and provide an excellent resource for the Management team and look forward to his contribution.

 

Outlook and New Business Opportunities

 

During the six-month period the Group has continued to see a strong flow of new investment opportunities, both in the UK and internationally. Discussions are ongoing on a number of these.

 

At the present time, both the MGA and broking sub-sectors are producing good potential deal flow in quality businesses in the insurance market, both in the UK and overseas. The increase in the Group's top limit of first round investment funding from £3m to £5m, announced in February, has had a positive impact by widening the Group's sphere of opportunity.

 

In the insurance sector, MGA start-up opportunities are a continuing trend. Insuretech opportunities continue to make headlines, however the Group has yet to see one that fits with its investment model and is suitably compelling.

 

On the wealth management side, the Group continues to be interested in businesses with ambitious and capable management teams, whether IFAs, fund managers or other intermediaries.

 

The impact caused by Hurricanes Harvey, Irma, Maria and Nate and the Pueblo earthquake in Mexico, is still being measured, with latest estimates of industry insured catastrophe losses for 2017 to date from $100bn - $130bn. The Group's investee insurance intermediary businesses are not exposed to primary insurance risk but may witness positive adjustments to risk pricing that typically follows such events.

 

During the Period the Group reviewed 38 opportunities, of which 66% were insurance-related, 5% IFA and wealth management, 10% fintech and platforms and 10% other financial services opportunities (recruitment, consultancies, etc.). By way of comparison, during the interim period to 31 July 2016 the Group reviewed 45 new opportunities.

 

Brian Marsh OBE, Chairman

17 October 2017

 

Investments

 

As at 31 July 2017 the Group's equity interests were as follows:

 

Asia Reinsurance Brokers Pte Limited

(www.arbrokers.asia)

In April 2016 the Group invested in Asia Reinsurance Brokers Pte Limited ("ARB"), the Singapore headquartered independent specialist reinsurance and insurance risk solutions provider. ARB was established in 2008, following a management buy-out of the business from AJ Gallagher, led by the CEO, Richard Austen.

Date of investment: April 2016

Equity stake: 20%

31 July 2017 valuation: £1,340,000

 

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%

31 July 2017 valuation: £100,000

 

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%

31 July 2017 valuation: £0

 

CBC UK Limited

(www.cbcinsurance.co.uk)

Established in 1985, CBC is a Retail and Wholesale Lloyd's Insurance Broker, offering a wide range of services to commercial and personal clients as well as broking solutions to intermediaries. The Group assisted in an MBO of CBC allowing Management to buy out a major shareholder via parent company Paladin Holdings Limited.

Date of investment: February 2017

Equity stake: 35%

31 July 2017 valuation: £693,000

 

The Fiducia MGA Company Limited

(www.fiduciamga.co.uk)

Fiducia is a recently established UK Marine Cargo Underwriting Agency, established by its CEO Gerry Sheehy. Fiducia is a Lloyd's Coverholder which specialises in the provision of insurance solutions across a number of Marine risks including, Cargo, Transit Liability, Engineering and Terrorism Insurance.

Date of investment: November 2016

Equity stake: 25%

31 July 2017 valuation: £75,000

 

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: 60.88%

31 July 2017 valuation: £25,925,000

 

MB Prestige Holdings PTY Limited

(www.mbinsurance.com.au)

In December 2013 the Group invested in MB Prestige Holdings PTY Ltd ("MB Group"), 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%

31 July 2017 valuation: £1,655,000

 

Nexus Underwriting Management Limited

(www.nexusunderwriting.com)

In 2014 the Group invested in Nexus Underwriting Management Limited ("Nexus"), an independent specialty Managing General Agency, founded in 2008. Through its operating subsidiaries Nexus specialises in the provision of Directors & Officers, Professional Indemnity, Financial Institutions, Accident & Health, Trade Credit, Political Risks Insurance, Surety, Bond and Latent Defect Insurance, both in the UK and globally.

Date of investment: August 2014

Equity stake: 18.14%

31 July 2017 valuation: £19,381,000

 

Property & Liability Underwriting Managers (PTY) Limited

(www.plumsa.co.za)

In June 2015 the Group completed an investment in Property and Liability Underwriting Managers (PTY) Limited ("PLUM"), a Managing General Agent based in Johannesburg, South Africa. PLUM specialises in large corporate property insurance risks in South Africa and is supported by both domestic South African insurance capacity and A-rated international reinsurance capacity.

Date of investment: June 2015

Equity stake: 42.5%

31 July 2017 valuation: £510,000

 

Stewart Specialty Risk Underwriting Ltd

A Canadian based Managing General Agent, providing insurance solutions to a wide array of clients in the Construction, Manufacturing, Onshore Energy, Public Entity and Transportation sectors. SSRU was established by its CEO Stephen Stewart, who has over 25 years' experience in the insurance industry having had senior management roles at both Ironshore and Lombard in Canada.

Date of investment: January 2017

Equity stake: 30%

31 July 2017 valuation: £0

 

Sterling Insurance PTY Limited

(www.sterlinginsurance.com.au)

In June 2013, in a joint venture enterprise alongside Besso, (Neutral Bay Investments Limited) 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: 19.7%

31 July 2017 valuation: £2,368,000

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%

31 July 2017 valuation: £5,972,000

 

Walsingham Motor Insurance Limited

(www.walsinghamunderwriting.com)

In December 2013 the Group invested in Walsingham Motor Insurance Limited, a niche UK fleet motor Managing General Agency, which commenced trading in July 2013. In 2015 the Group acquired a further 10.5% equity, taking the current shareholding to 40.5%.

Date of investment: December 2013

Equity stake: 40.5%

31 July 2017 valuation: £412,000

 

XPT Group LLC

(www.xptspecialty.com)

In June 2017 the Group backed the ex-Swett & Crawford CEO Tom Ruggieri and a strong management team to develop a New York-based wholesale insurance broking and underwriting agency platform across the U.S. Specialty Insurance Sector.

Date of investment: June 2017

Equity stake: 35%

31 July 2017 valuation: £4,551,000

 

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 Period end:

Mark Edward Partners LLC

(www.markedwardpartners.com)

Founded in 2010 by Mark Freitas, its President & Chief Executive Officer, Mark Edward Partners LLC ("MEP") provides core insurance products in Financial & Liability, Property & Casualty, Personal Lines, Life Insurance, Cyber and Affinity Groups. MEP is a national U.S. firm with licenses to operate in all 50 states and has offices in New York, Palm Beach and Los Angeles.

Date of investment: October 2017

Equity stake: 30%

31 July 2017 valuation: N/A

 

Consolidated Financial Statements

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE PERIOD ENDED 31ST JULY 2017

 

 

 

Notes

Unaudited

Unaudited

Audited

 

6 months to

6 months to

Year to

 

31st July 2017

31st July 2016

31st January 2017

 

£'000

£'000

£'000

£'000

£'000

£'000

GAINS ON INVESTMENT

Realised gains on disposal of equity investments

(net of costs)

6

718

248

248

Provision against equity investments and loans

(650)

-

-

Unrealised gains on equity investment revaluation

4

11,701

4,003

11,243

11,769

4,251

11,491

INCOME

Dividends

638

381

787

Income from loans and receivables

620

676

1,351

Fees receivable

674

308

816

1,932

1,365

2,954

OPERATING INCOME

13,701

5,616

14,445

Operating expenses

(2,136)

(1,170)

(3,086)

OPERATING PROFIT

11,565

4,446

11,359

Financial income

337

251

467

Financial expenses

5

(75)

(7)

(36)

Exchange movements

58

151

402

320

395

833

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

11,885

4,841

12,192

Income taxes

9

(1,670)

(827)

(2,398)

PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS

7

£10,215

£4,014

£9,794

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

7

£10,215

£4,014

£9,794

Earnings per share - basic and diluted (pence)

3

35.0p

13.8p

33.5p

 

 

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

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 31ST JULY 2017

 

 

Unaudited

Unaudited

Audited

Notes

31st July 2017

31st July 2016

31st January 2017

£'000

£'000

£'000

£'000

£'000

£'000

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

177

12

15

Investments - equity portfolio

4

62,982

53,109

39,350

Investments - treasury portfolio

5

15,449

5,114

5,230

Loans and receivables

12,531

15,159

7,157

91,139

73,394

51,752

CURRENT ASSETS

Non-current assets as held for sale

4

-

-

24,217

Trade and other receivables

1,475

2,807

5,062

Cash and cash equivalents

6,591

4,537

7,327

8,066

7,344

36,606

LIABILITIES

NON-CURRENT LIABILITIES

Corporation tax provision

-

(1,136)

-

Deferred tax liabilities

9

(4,923)

(5,131)

(6,728)

(4,923)

(6,267)

(6,728)

CURRENT LIABILITIES

Trade and other payables

(871)

(442)

(718)

Corporation tax provision

(4,611)

(184)

(1,230)

(5,482)

(626)

(1,948)

NET ASSETS

£88,800

£73,845

£79,682

CAPITAL AND RESERVES -

EQUITY

Called up share capital

2,923

2,923

2,923

Share premium account

9,390

9,374

9,381

Fair value reserve

20,739

20,482

26,191

Reverse acquisition reserve

393

393

393

Capital redemption reserve

6

6

6

Capital contribution reserve

6

4

5

Retained earnings

55,343

40,663

40,783

SHAREHOLDERS' FUNDS - EQUITY

7

£88,800

£73,845

£79,682

Net asset value per share (pence)

304p

253p

273p

 

The Interim Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 16th October 2017

and signed on its behalf by:

 

 

 

 

B.P. Marsh & J.S. Newman

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE PERIOD ENDED 31ST JULY 2017

 

 

 

Unaudited

Unaudited

 

Audited

 

31st July 2017

31st July 2016

31st January 2017

 

£'000

£'000

£'000

 

Cash from operating activities

 

Income from loans to investees

620

676

1,351

 

Dividends

638

381

787

 

Fees received

674

308

816

 

Operating expenses

(2,136)

(1,169)

(3,086)

 

Net corporation tax paid

(93)

(37)

(102)

 

Purchase of equity investments (Note 4)

(11,931)

(3,479)

(8,278)

 

Net proceeds from sale of equity investments

24,935

8,672

10,253

 

Net (payments) / repayments of loans (to) / from investee companies

(2,151)

207

6,046

 

Adjustment for non-cash share incentive plan

56

28

86

 

Increase in receivables

(230)

(321)

(160)

 

Increase / (decrease) in payables

152

(147)

129

 

Depreciation and amortisation

13

3

8

 

Net cash from operating activities

10,547

5,122

7,850

 

 

Net cash used by investing activities

 

Purchase of property, plant and equipment

(176)

(1)

(8)

 

Purchase of treasury investments (Note 5)

(30,347)

(6,553)

(11,976)

 

Net proceeds from sale of treasury investments (Note 5)

20,382

5,162

10,652

 

Net cash used by investing activities

(10,141)

(1,392)

(1,332)

 

 

Net cash used by financing activities

Financial income

8

3

7

 

Financial expenses

-

-

-

 

Dividends paid

(1,099)

(1,000)

(999)

 

Payments made to repurchase company shares

(54)

(9)

(9)

 

Net cash used by financing activities

(1,145)

(1,006)

(1,001)

 

 

Change in cash and cash equivalents

(739)

2,724

5,517

 

Cash and cash equivalents at beginning of the period

7,327

1,814

1,814

 

Exchange movement

3

(1)

(4)

 

 

Cash and cash equivalents at end of period

£6,591

£4,537

£7,327

 

 

 

All differences between the amounts stated in the Consolidated Statement of Cash Flows and the Consolidated Statement of Comprehensive Income are attributed to non-cash movements.

 

†The above cash and cash equivalents balance excludes treasury portfolio funds which are referred to in Note 5. Including treasury portfolio balances of £15,449k, total available cash and treasury portfolio funds as at 31st July 2017 was £22,040k (as at 31st July 2016: £9,651k, including £5,114k of treasury portfolio funds and as at 31st January 2017: £12,557k, including £5,230k of treasury portfolio funds).

 

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE PERIOD ENDED 31ST JULY 2017

 

 

 

 

Unaudited

Unaudited

Audited

6 months to

6 months to

Year to

31st July 2017

31st July 2016

31st January 2017

£'000

£'000

£'000

Opening total equity

79,682

70,812

70,812

Comprehensive income for the period

10,215

4,014

9,794

Dividends paid

(1,099)

(1,000)

(999)

Repurchase of company shares

(54)

(9)

(9)

Share incentive plan

56

28

84

Total equity

£88,800

£73,845

£79,682

 

Refer to Note 7 for detailed analysis of the changes in the components of equity.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED 31ST JULY 2017

 

 

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. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which form the basis of judgements about the carrying amounts of assets and liabilities. Actual results may differ from those amounts.

 

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 trading 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 period.

 

The most significant estimates relate to the fair valuation of the equity investment portfolio as detailed in Note 4 to the Financial Statements. 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.

 

These interim consolidated financial statements were approved by the Board on 16th October 2017. They have not been audited nor reviewed by the Group's Auditors, as is the case with the comparatives to 31st July 2016, and do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

 

The financial statements have been prepared using the accounting policies and presentation that were applied in the audited financial statements for the year ended 31st January 2017. Those accounts, upon which the Group's Auditor issued an unqualified opinion, have been filed with the Registrar of Companies and do not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

Basis of consolidation

 

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, together with other subsidiaries (except for Summa Insurance Brokerage, S.L. ("Summa") and LEBC Holdings Limited ("LEBC")), are consolidated into the Group consolidated financial statements. The Group has taken advantage of the Amendment to IFRS 10 not to consolidate the results of Summa and LEBC. Instead the investments in Summa and LEBC are valued at fair value through profit or loss.

 

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.

 

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 operating policies. 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.

 

Employee services settled in equity instruments

 

The Group has 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.

 

The Group has also established an HMRC sanctioned Share Incentive Plan ("SIP"). Ordinary shares in the Company (previously repurchased and held in Treasury by the Company) have been transferred to The B.P. Marsh SIP Trust ("the SIP Trust"), an employee share trust, in order to be issued to eligible employees.

 

Under the rules of the SIP, eligible employees can each be granted up to £3,600 worth of ordinary shares ("Free Shares") by the SIP Trust in each tax year. The number of shares granted is dependent on the share price at the date of grant. In addition, all eligible employees have been invited to take up the opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership Shares") in each tax year and for every Partnership Share that an employee acquires, the SIP Trust will offer two ordinary shares in the Company ("Matching Shares") up to a total of £3,600 worth of shares. The Free and Matching Shares are subject to a one year forfeiture period, however the awards are not subject to any vesting conditions, hence the related expenses are recognised when the awards are made and are apportioned over the forfeiture period.

 

The fair value of the services received is measured by reference to the listed share price of the parent company's shares listed on the AIM on the date of award of the free and matching shares to the employee.

 

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 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 and/or premiums 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 period. 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.

 

Equity portfolio investments are treated as 'Non-current Assets' within the Consolidated Statement of Financial Position unless the directors have committed to a plan to sell the investment and an active programme to locate a buyer and complete the plan has been initiated. Where such a commitment exists, and if the carrying amount of the equity portfolio investment will be recovered principally through a sale transaction rather than through continuing use, the investment is classified as a 'Non-current asset as held for sale' under 'Current Assets' within the Consolidated Statement of Financial Position.

 

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 period. 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.

 

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 rate ruling at the date of the transaction.

 

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

 

Income taxes

 

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.

 

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.

 

 

2. SEGMENTAL REPORTING

 

The Group operates in one business segment; the 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 and Non-UK. The UK segment includes the 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.

 

Geographic segment 1:

UK

Geographic segment 2:

Non-UK

Group

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

2017

2016

2017

2016

2017

2016

£'000

£'000

£'000

£'000

£'000

£'000

Operating income

13,534

4,669

167

947

13,701

5,616

Operating expenses

(1,514)

(826)

(622)

(344)

(2,136)

(1,170)

Segment operating profit / (loss)

12,020

3,843

(455)

603

11,565

4,446

Financial income

239

177

98

74

337

251

Financial expenses

(53)

(5)

(22)

(2)

(75)

(7)

Exchange movements

5

1

53

150

58

151

Profit / (loss) before tax

12,211

4,016

(326)

825

11,885

4,841

Income taxes

(1,732)

(662)

62

(165)

(1,670)

(827)

Profit / (loss) for the period

£10,479

£3,354

£(264)

£660

£10,215

£4,014

 

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:

 

Total income attributable to the investee company

(£'000)

% of total realised operating income

Reportable geographic segment

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

2017

2016

2017

2016

2017

2016

Investee Company

LEBC Holdings Limited

531

329

27

24

1

1

Besso Insurance Group Limited1

-

305

-

22

-

1

Hyperion Insurance Group Limited1

-

225

-

16

-

1

Paladin Holdings Limited2

199

-

10

-

1

-

Trireme Insurance Group Limited1

-

197

-

14

-

1&2

Nexus Underwriting Management Limited2

192

-

10

-

1

-

 

1There are no disclosures shown for Besso Insurance Group Limited, Hyperion Insurance Group Limited and Trireme Insurance Group Limited in the current period as the Group had disposed of these investments as at 31st July 2017. This resulted in a reduced level of income and consequently the income derived from these investee companies did not exceed the 10% threshold prescribed by IFRS 8.

 

2There are no disclosures shown for Paladin Holdings Limited in the prior period as the Group did not hold this investment at this time. There is also no prior period comparative for Nexus Underwriting Management Limited as the total realised income derived from this investee company did not exceed the 10% threshold prescribed by IFRS 8.

 

Geographic segment 1:

UK

Geographic segment 2:

Non-UK

Group

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

6 months to 31st July

2017

2016

2017

2016

2017

2016

£'000

£'000

£'000

£'000

£'000

£'000

Non-current assets

Property, plant and equipment

131

10

46

2

177

12

Investments - equity portfolio

46,486

42,901

16,496

10,208

62,982

53,109

Investments - treasury portfolio

15,449

5,114

-

-

15,449

5,114

Loans and receivables

8,711

11,423

3,820

3,736

12,531

15,159

70,777

59,448

20,362

13,946

91,139

73,394

Current assets

Trade and other receivables

628

2,262

847

545

1,475

2,807

Cash and cash equivalents

6,591

4,537

-

-

6,591

4,537

Deferred tax assets

-

-

-

-

7,219

6,799

847

545

8,066

7,344

Total assets

77,996

66,247

21,209

14,491

99,205

80,738

Non-current liabilities

Corporation tax provision

-

(1,136)

-

-

-

(1,136)

Deferred tax liabilities

(4,998)

(5,022)

75

(109)

(4,923)

(5,131)

(4,998)

(6,158)

75

(109)

(4,923)

(6,267)

Current liabilities

Trade and other payables

(871)

(442)

-

-

(871)

(442)

Corporation tax provision

(4,611)

(184)

-

-

(4,611)

(184)

(5,482)

(626)

-

-

(5,482)

(626)

Total liabilities

(10,480)

(6,784)

75

(109)

(10,405)

(6,893)

Net assets

£67,516

£59,463

£21,284

£14,382

£88,800

£73,845

Additions to property, plant and equipment

 

130

 

1

 

46

 

-

 

176

 

1

Depreciation of property, plant and equipment

 

9

 

2

 

4

 

1

 

13

 

3

Cash flow arising from:

Operating activities

16,007

(272)

(5,460)

(6)

10,547

(278)

Investing activities

(10,141)

5,762

-

(1,754)

(10,141)

4,008

Financing activities

(1,145)

(1,006)

-

-

(1,145)

(1,006)

Change in cash and cash equivalents

 

4,721

 

4,484

 

(5,460)

 

(1,760)

 

(739)

 

2,724

 

Geographic segment 1:

UK

Geographic segment 2:

Non-UK

Group

Audited

Audited

Audited

31st January

31st January

31st January

2017

2017

2017

£'000

£'000

£'000

Operating income

11,770

2,675

14,445

Operating expenses

(2,198)

(888)

(3,086)

Segment operating profit

9,572

1,787

11,359

Financial income

333

134

467

Financial expenses

(26)

(10)

(36)

Exchange movements

(1)

403

402

Profit before tax

9,878

2,314

12,192

Income taxes

(1,935)

(463)

(2,398)

Profit for the year

£7,943

£1,851

£9,794

 

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:

 

Total income attributable to the investee company

(£'000)

% of total realised operating income (excluding gains on investments)

Reportable geographic segment

Audited

Audited

Audited

31st January

31st January

31st January

2017

2017

2017

Investee Company

Hyperion Insurance Group Limited

453

15

1

Besso Insurance Group Limited

450

15

1

LEBC Holdings Limited

432

15

1

Trireme Insurance Group Limited

377

13

1&2

Nexus Underwriting Management Limited

353

12

1

 

Geographic segment 1:

UK

Geographic segment 2:

Non-UK

Group

Audited

Audited

Audited

31st January

31st January

31st January

2017

2017

2017

£'000

£'000

£'000

Non-current assets

Property, plant and equipment

12

3

15

Investments - equity portfolio

27,248

12,102

39,350

Investments - treasury portfolio

5,230

-

5,230

Loans and receivables

3,050

4,107

7,157

35,540

16,212

51,752

Current assets

Non-current assets as held for sale

24,217

-

24,217

Trade and other receivables

4,522

540

5,062

Cash and cash equivalents

7,327

-

7,327

Deferred tax assets

-

-

-

36,066

540

36,606

Total assets

71,606

16,752

88,358

Non-current liabilities

Deferred tax liabilities

(6,363)

(365)

(6,728)

(6,363)

(365)

(6,728)

Current liabilities

Trade and other payables

(718)

-

(718)

Corporation tax provision

(1,230)

-

(1,230)

(1,948)

-

(1,948)

Total liabilities

(8,311)

(365)

(8,676)

Net assets

£63,295

£16,387

£79,682

 

 

Geographic segment 1:

UK

Geographic segment 2:

Non-UK

Group

Audited

Audited

Audited

31st January

31st January

31st January

2017

2017

2017

£'000

£'000

£'000

Additions to property, plant and equipment

6

2

8

Depreciation of property, plant and equipment

6

2

8

Cash flow arising from:

Operating activities

10,428

(2,578)

7,850

Investing activities

(1,332)

-

(1,332)

Financing activities

(1,001)

-

(1,001)

Change in cash and cash equivalents

8,095

(2,578)

5,517

 

 

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

 

Unaudited

Unaudited

Audited

31st July 2017

31st July 2016

31st January 2017

£'000

£'000

£'000

Earnings

Earnings for the period

10,215

4,014

9,794

Earnings for the purposes of basic and diluted earnings per share being total comprehensive income attributable to equity shareholders

10,215

4,014

 

 

9,794

Earnings per share - basic and diluted

 

 

35.0p

 

 

13.8p

 

 

33.5p

Number of shares

Number

Number

Number

Weighted average number of ordinary shares for the purposes of basic earnings per share

 

 

29,200,362

 

 

29,152,684

 

 

29,207,421

Number of dilutive shares under option

Nil

Nil

Nil

Weighted average number of ordinary shares for the purposes of dilutive earnings per share

 

 

29,200,362

 

 

29,152,684

 

 

29,207,421

 

During the period the Company paid a total of £53,967 (interim 6 months to 31st July 2016: £8,805 and full year to 31st January 2017: £8,805) in order to repurchase 28,646 (interim 6 months to 31st July 2016: 5,726 and full year to 31st January 2017: 5,726) ordinary shares at an average price of 188 pence per share (interim 6 months to 31st July 2016: 154 pence per share and full year to 31st January 2017: 154 pence per share).

 

Distributable reserves have been reduced by £53,967 as a result (interim 6 months to 31st July 2016: reduction of £8,805 and full year to 31st January 2017: reduction of £8,805).

 

Ordinary shares held by the Company in Treasury

 

Movement of ordinary shares held in Treasury:

Unaudited

Unaudited

Audited

31st July 2017

31st July 2016

31st January 2017

Number

Number

Number

Opening total ordinary shares held in Treasury

5,726

97,652

97,652

Ordinary shares repurchased into Treasury during the period

28,646

5,726

5,726

Ordinary shares transferred to the B.P. Marsh SIP Trust during the period

(13,363)

(97,652)

(97,652)

Total ordinary shares held in Treasury at period end

21,009

5,726

5,726

 

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

 

The repurchase of the ordinary shares is borne from the Group's commitment to reduce share price discount to net asset value. Its policy has been throughout the period (and previously) to buy small parcels of shares when the share price drops to more than 25% below its published Net Asset Value and place them into Treasury. On 3rd March 2017 the Group announced a Share Buy-Back Policy outlining this commitment.

 

The increase to the weighted average number of ordinary shares between 2016 and 2017 is attributable to the initial transfer of the 97,652 ordinary shares held by the Company in Treasury as at 31st January 2016 to the SIP Trust in March 2016 and the subsequent transfer of 13,363 ordinary shares from Treasury to the SIP Trust in June 2017. These shares have therefore been treated as re-issued for the purposes of calculating earnings per share. Of the total 111,015 ordinary shares transferred to the SIP Trust as at 31st July 2017, 73,080 were allocated to the participating employees as Free, Matching and Partnership shares under the share incentive plan arrangement in June 2016 and 37,935 were allocated in June 2017 (Note 10).

 

 

4. NON-CURRENT INVESTMENTS - EQUITY PORTFOLIO

 

Group Investments

Unaudited

Unaudited

31st July 2017

31st July 2016

Continuing investments

Non-current investments as held for sale

Total

 

Total

£'000

£'000

£'000

£'000

At valuation

At 1st February

39,350

24,217

63,567

54,051

Additions

11,931

-

11,931

3,479

Disposals

-

(24,217)

(24,217)

(8,424)

Movement in valuation

11,701

-

11,701

4,003

At period end

£62,982

£ -

£62,982

£53,109

At cost

At 1st February

25,447

5,240

30,687

25,951

Additions

11,931

-

11,931

3,479

Disposals

-

(5,240)

(5,240)

(1,926)

At period end

£37,378

£ -

£37,378

£27,504

 

Audited

31st January 2017

Continuing investments

Non-current investments as held for sale

Total

£'000

£'000

£'000

At valuation

At 1st February 2016

54,051

-

54,051

Transfers between categories

(21,836)

21,836

-

Additions

8,278

-

8,278

Disposals

(8,424)

(1,581)

(10,005)

Movement in valuation

7,281

3,962

11,243

At 31st January 2017

£39,350

£24,217

£63,567

At cost

At 1st February 2016

25,951

-

25,951

Transfers between categories

(6,821)

6,821

-

Additions

8,278

-

8,278

Disposals

(1,961)

(1,581)

(3,542)

At 31st January 2017

£25,447

£5,240

£30,687

 

 

During the period, and as noted below, the Group disposed of its investments in both Besso Insurance Group Limited ("Besso") and Trireme Insurance Group Limited ("Trireme"). Although the completion of these disposals took place after 31st January 2017, the intention to dispose of each investment was entered into prior to 31st January 2017. In the case of Besso, the Group's intention to dispose of its investment was also publicly announced prior to 31st January 2017. In accordance with the provisions of IFRS 5: Non-current Assets Held for Sale and Discontinued Operations ("IFRS 5") these investments were moved from Non-current Assets to Current Assets and as at 31st January 2017 were shown within the Statement of Financial Position as "Non-current assets as held for sale". In addition, the movements in valuation and cost attributable to these specific investee companies were categorised separately within the Group's investment movement table above.

 

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

 

On 17th February 2017 the Group acquired, through a newly established company Paladin Holdings Limited (previously known as Paladin Newco Limited until 5th April 2017) ("Paladin"), an effective 35% shareholding in CBC UK Limited ("CBC"), a Retail and Wholesale Lloyd's insurance broker. The Group partnered with CBC's management team to buy out an existing shareholder and the acquisition of CBC was made through Paladin, to which the Group provided £4,000,000 of funding (comprising cash consideration of £3,500 for the 35% equity and a loan facility of £3,996,500 which was fully drawn down on completion).

 

On 13th June 2017 the Group acquired, through its wholly owned subsidiary company B.P. Marsh (North America) Limited, a 35% shareholding in a newly established New York based specialty lines insurance distribution company, XPT Group LLC ("XPT"). The Group provided $6,000,000 (£4,790,419) of funding for the 35% equity.

 

On 26th June 2017 the Group acquired a further 17.84% equity stake in LEBC Holdings Limited ("LEBC") for a total consideration of £7,137,563. The acquisition increased the Group's equity stake in LEBC to 60.88% as at 31st July 2017.

 

The principal disposals relate to the following transactions in the period:

 

On 28th February 2017 the Group sold its entire 37.94% stake in Besso to an affiliate of BGC Partners, Inc ("BGC"), for an initial consideration of £21,566,158 (net of transaction costs). On 12th April 2017 the Group received further cash consideration of £441,638 pursuant to an adjustment based upon Besso's 28th February 2017 final completion accounts, bringing the total consideration received by the Group to £22,007,796. The total consideration received represents a realised gain of £698,796 when compared to the carrying value of the Group's investment in Besso of £21,309,000 as at 31st January 2017. Outstanding loans of £4,907,500 were also repaid in full on completion.

 

On 21st April 2017 the Group sold its entire 29.94% stake (351,000 B ordinary shares, 3,400 preferred shares and 292 ordinary shares) in Trireme Insurance Group Limited ("Trireme") to its fellow shareholder, US Risk Midco, LLC, for cash consideration of £2,908,350 as well as an additional net payment of £18,924. The consideration of £2,908,350 equates to the Group's 31st January 2017 valuation of its investment in Trireme. The outstanding loan of £2,155,113 as at 31st January 2017 was also repaid on completion.

 

The unquoted investee companies, which are registered in England except Summa Insurance Brokerage, S.L. (Spain), MB Prestige Holdings PTY Limited (Australia), Bastion Reinsurance Brokerage (PTY) Limited (South Africa), Bulwark Investment Holdings (PTY) Limited (South Africa), Property and Liability Underwriting Managers (PTY) Limited (South Africa), Asia Reinsurance Brokers Pte Limited (Singapore), Stewart Specialty Risk Underwriting Limited (Canada) and XPT Group LLC (USA) are as follows:

 

 

% holding

Date

Aggregate

Post tax

of share

information

capital and

profit/(loss)

Name of company

capital

available to

reserves

for the year

Principal activity

£

£

Asia Reinsurance Brokers Pte Limited

20.00

31.12.16

2,857,969

263,358

Specialist reinsurance broker

Bastion Reinsurance Brokerage (PTY) Limited

35.00

31.12.16

(324,436)

34,064

Reinsurance broker

Bulwark Investment Holdings (PTY) Limited

35.00

31.12.15

(82,040)

(82,084)

Holding company for South African Managing General Agents

LEBC Holdings Limited

60.88

30.09.16

1,911,727

1,627,160

Independent financial advisor company

MB Prestige Holdings PTY Limited

40.00

31.12.16

1,473,790

464,298

Specialist Australian Motor Managing General Agency

Neutral Bay Investments Limited

49.90

31.03.16

4,039,192

229,779

Investment holding company

Nexus Underwriting Management Limited

18.14

31.12.16

14,556,281

2,138,652

Specialist Managing General Agency

Paladin Holdings Limited

35.00

-

-

-

Investment holding company

Property and Liability Underwriting Managers (PTY) Limited

42.50

31.12.15

(181,225)

(152,042)

Specialist South African Property Managing General Agency

Summa Insurance Brokerage, S.L.

77.25

31.12.15

7,686,491

56,158

Consolidator of regional insurance brokers

The Fiducia MGA Company Limited

25.00

31.12.16

(97,497)

(397,498)

Specialist UK Marine Cargo Underwriting Agency

Stewart Specialty Risk Underwriting Limited

30.00

-

-

-

Specialist Canadian Casualty Underwriting Agency

Walsingham Motor Insurance Limited

40.50

30.09.16

(1,704,245)

103,132

SpecialistUK Motor Managing General Agency

XPT Group LLC

35.00

-

-

-

USA Specialty lines insurance distribution company

 

†By virtue of its interest in Walsingham Motor Insurance Limited, the Group also has a 50% equity holding in Walsingham Holdings Limited, a company incorporated in the year to 31st January 2016, and which remains dormant at 31st July 2017.

 

Financial data for Stewart Specialty Risk Underwriting Limited, Paladin Holdings Limited and XPT Group LLC is not yet available as these companies were incorporated and commenced trading in 2017.

 

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.

 

5. NON-CURRENT INVESTMENTS - TREASURY PORTFOLIO

 

Group

Unaudited

Unaudited

Audited

At valuation

31st July

2017

31st July

2016

31st January 2017

£'000

£'000

£'000

Market value at 1st February

5,230

3,482

3,482

Additions at cost

30,347

6,553

11,976

Disposals

(20,382)

(5,162)

(10,652)

Change in value in the year

254

241

424

 

Market value at period end

 

£15,449

 

£5,114

 

£5,230

Investment fund split:

GAM London Limited

7,209

5,114

3,581

Rathbone Investment Management Limited

 

8,240

 

-

 

1,649

 

Total

 

£15,449

 

£5,114

 

£5,230

 

The treasury portfolio comprises of investment funds managed and valued by the Group's investment managers, GAM London Limited and Rathbone Investment Management Limited. All investments in securities are included at year end market value.

 

The initial investment into the funds was made following the partial realisation of the Group's investment in Hyperion Insurance Group Limited in the year to 31st January 2014.

 

The purpose of the funds is to hold (and grow) the Group's surplus cash until such time that suitable investment opportunities arise.

 

The funds are risk bearing and therefore their value not only can increase, but also has the potential to fall below the amount initially invested by the Group. However, the performance of each fund is monitored on a regular basis and the appropriate action is taken if there is a prolonged period of poor performance.

 

Investment management costs of £75,233 (interim 6 months to 31st July 2016: £7,246 and full year to 31st January 2017: £35,832) were charged to the Consolidated Statement of Comprehensive Income during the period.

 

 

6. REALISED GAINS ON DISPOSAL OF INVESTMENTS (NET OF COSTS)

 

The realised gains on disposal of investments comprises of a net gain of £718,070. £698,796 of this net gain is in respect of the Group's disposal of its entire 37.94% investment in Besso Insurance Group Limited ("Besso") at its carrying value of £21,309,000 for a consideration of £22,007,796. The remaining net gain of £19,274 is in respect of the Group's disposal of its entire 29.94% investment in Trireme Insurance Group Limited ("Trireme") at its carrying value of £2,908,000 for a consideration of £2,908,350 as well as an additional net payment of £18,924.

 

In aggregate, the above disposals resulted in a net release to Retained Earnings from the Fair Value Reserve of £15,296,869, comprising of a £18,977,246 release of fair value which has been reduced by estimated tax payable on disposal (gross of management expenses available for tax relief) of £3,680,377 (see Note 7).

 

The amount included in realised gains on disposal of investments for the 6 months to 31st July 2016 and for the 12 months to 31st January 2017 was £247,568. £246,992 of this net gain was in respect of the Group's disposal of its entire 1.32% investment in Randall & Quilter Investment Holdings Limited ("R&Q") at its carrying value of £773,000 for a consideration of £1,019,992. The remaining net gain of £576 was in respect of the Group's disposal of its remaining 1.6% investment in Hyperion Insurance Group Limited ("Hyperion") at its carrying value of £7,310,000 for a consideration of £7,310,576.

 

 

Additionally, during the 6 months to 31st July 2016 and 12 months to 31st January 2017 the Group disposed of its investment in The Broucour Group Limited ("Broucour") at its carrying value of £341,000 and made a partial disposal of its investment (7.03% capped participation) in Besso Insurance Group Limited at its carrying value of £1,581,147. As a result of these disposals being made at carrying value, no gain or loss was included in the Consolidated Statement of Comprehensive Income in both periods.

 

In aggregate, the above disposals resulted in a net release to Retained Earnings from the Fair Value Reserve of £5,238,270, comprising of a £6,605,942 release of fair value which was reduced by tax payable on disposal (gross of management expenses available for tax relief) of £1,367,672.

 

 

7. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

 

Share

Reverse

Capital

Capital

Share

premium

Fair value

acquisition

redemption

contribution

Retained

capital

account

reserve

reserve

reserve

reserve

earnings

Total

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

At 31st January 2017

2,923

9,381

26,191

393

6

5

40,783

79,682

Profit for the period

-

-

9,845

-

-

-

370

10,215

Net transfers on sale of investments (Note 6)

-

-

(15,297)

-

-

-

15,297

-

Dividends paid

-

-

-

-

-

-

 (1,099)

(1,099)

Repurchase of Company shares (Note 3)

-

-

-

-

-

-

(54)

(54)

Share based payments (Note 10)

-

-

-

-

-

1

(1)

-

Share Incentive Plan

-

9

-

-

-

-

47

56

At 31st July 2017

£2,923

£9,390

£20,739

£393

£6

£6

£55,343

£88,800

 

 

8. LOAN AND EQUITY COMMITMENTS

 

On 22nd November 2016 the Group entered into an agreement to provide a loan facility of up to £1,725,000 (subject to meeting certain conditions) to The Fiducia MGA Company Limited ("Fiducia"), an investee company. As at 31st July 2017 £1,069,400 of this facility had been drawn down, leaving a remaining undrawn facility of £655,600.

 

On 27th January 2017 the Group entered into an agreement to provide a loan facility of CAD 850,000 (subject to certain conditions) to Stewart Specialty Risk Underwriting Limited ("SSRU"), an investee company. As at 31st July 2017 CAD 350,000 (£212,288) of this facility had been drawn down, leaving a remaining undrawn facility of CAD 500,000.

 

On 19th April 2017 the Group entered into an agreement to provide a loan facility of £400,000 to Property and Liability Underwriting Managers (PTY) Limited ("PLUM"), an investee company. As at 31st July 2017 £372,500 of this facility had been drawn down, leaving a remaining undrawn facility of £27,500. Since 31st July 2017 (following the increase of the facility to £700,000 on 23rd August 2017), further amounts of £101,161 and £142,000 were drawn down on 23rd August 2017 and 28th September 2017 respectively, bringing the total amount drawn down to £615,661, with a remaining undrawn facility of £84,339 at the date of this report.

 

On 10th July 2017 the Group entered into an agreement to provide a loan facility of £4,000,000 to Nexus Underwriting Management Limited ("Nexus"), an investee company. As at 31st July 2017 £2,000,000 of this facility had been drawn down, leaving a remaining undrawn facility of £2,000,000.

 

9. DEFERRED TAX AND CONTINGENT LIABILITIES

 

The Directors estimate that, if the Group were to dispose of all its investments at the amount stated in the Consolidated Statement of Financial Position, £4,923,000 (interim 6 months to 31st July 2016: £5,131,000 and full year to 31st January 2017: £6,728,000) of tax on capital gains would become payable by the Group at the current corporation tax rate of 19%. This amount is fully provided for in the financial statements.

 

As at 31st July 2017 the enacted tax rate was 17% from April 2020. There is the potential for the deferred tax liability to reduce by £519,000 if the 17% rate applied. However, this assumes that the Group would not dispose of any of its current investments prior to that rate taking full effect. The Group is unable to determine exactly the timing of disposals and therefore this reduction is by no means certain.

 

 

10. SHARE BASED PAYMENT ARRANGEMENTS

 

Joint Share Ownership Plan

 

During the year to 31st January 2015, B.P. Marsh & Partners Plc entered into joint share ownership agreements ("the Agreements") with certain employees and directors. The details of the arrangements are described in the following table:

 

Nature of the arrangement

Share appreciation rights (joint beneficial ownership)

 

Date of grant

6th November 2014

Number of instruments granted

1,421,130

Exercise price (pence)

140.00

Share price (market value) at grant (pence)

 

138.00

Hurdle rate

3.5% p.a. (simple)

Vesting period (years)

3 years

Vesting conditions

There are no performance conditions other than the recipient remaining an employee throughout the vesting period. The awards vest after 3 years or earlier resulting from either:

 

a) a change of control resulting from a person, other than a member of the Company, obtaining control of the Company either (i) as a result of a making a Takeover Offer; (ii) pursuant to a Scheme of Arrangement; or (iii) in consequence of a Compulsory Acquisition); or

 

b) a person becoming bound or entitled to acquire shares in the Company pursuant to sections 974 to 991 of the Companies Act 2006; or

 

c) a winding up.

 

If the employee is a bad leaver the co-owner of the jointly-owned share can buy out the employee's interest for 1p

Expected volatility

20%

Risk free rate

1%

Expected dividends expressed as a dividend yield

2%

Settlement

Cash settled on sale of shares

% expected to vest (based upon leavers)

85%

Number expected to vest

1,207,960

Valuation model

Black-Scholes

Black-Scholes value (pence)

15.00

Deduction for carry charge (pence)

14.50

Fair value per granted instrument (pence)

 

0.50

Charge for period ended 31st July 2017

£1,007

 

On 6th November 2014 1,421,130 10p Ordinary shares in the Company were transferred into joint beneficial ownership for 6 employees (4 of whom are directors) under the terms of joint share ownership agreements. No consideration was paid by the employees for their interests in the jointly-owned shares.

 

Under the terms of the Agreements, the employees and directors enjoy the growth in value of the shares above a threshold price of £1.40 per share plus an annual carrying charge of 3.5% per annum (simple interest) to the market value at the date of grant (£1.38 per share).

 

The employees and directors received an interest in jointly owned shares and a Joint Share Ownership Plan ("JSOP") is not an option, however the convention for JSOPs is to treat them as if they were options. The value of the employee's interest for accounting purposes is calculated using option pricing theory (Black-Scholes Mathematics).

 

The risk free rates are based on the yield on UK Government Gilts of a term consistent with the assumed option life.

 

No jointly-owned shares were sold or forfeited during the period. The number of jointly-owned shares expected to vest has therefore not been adjusted. In accordance with IFRS 2: Share-based Payment, the fair value of the expected cost of the award (measured at the date of grant) has been spread over the three year vesting period.

 

There has been no movement during the period in terms of the numbers of shares to be exercised (6 months to 31st July 2016 and 12 months to 31st January 2017: no movement).

 

Share Incentive Plan

 

During the year to 31st January 2017 the Group established an HMRC sanctioned Share Incentive Plan ("SIP").

 

During the period a total of 13,363 ordinary shares in the Company, which were either held in Treasury as at 31st January 2017 or repurchased during the period (6 months to 31st July 2016 and 12 months to 31st January 2017: 97,652 ordinary shares in the Company, which were held in Treasury as at 31st January 2016) were transferred to the B.P. Marsh SIP Trust ("SIP Trust"). As a result, together with previously unallocated shares, 37,935 ordinary shares in the Company were available for allocation.

 

On 27th June 2017, a total of 9 eligible employees (including 4 executive directors of the Company) applied for the 2017-18 SIP and were each granted 1,686 ordinary shares ("17-18 Free Shares"), representing approximately £3,600 at the price of issue.

 

Additionally, on 27th June 2017, all eligible employees were also invited to take up the opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership Shares"). For every Partnership Share that an employee acquires, the SIP Trust will offer two ordinary shares in the Company ("Matching Shares") up to a total of £3,600 worth of shares. All 9 eligible employees (including 4 executive directors of the Company) took up the offer and acquired the full £1,800 worth of Partnership Shares (843 ordinary shares) and were therefore awarded 1,686 Matching Shares.

 

The 17-18 Free and Matching Shares are subject to a 1 year forfeiture period.

 

A total of 37,935 Free, Matching and Partnership Shares were granted to the 9 eligible employees during the period.

 

As at 31st July 2017 a total of 111,015 Free, Matching and Partnership Shares had been granted to 9 eligible employees under the SIP, including 49,430 granted to 4 executive directors of the Company (as at 31st July 2016 and 31st January 2017: a total of 73,080 granted to 9 eligible employees, including 32,480 granted to 4 executive directors of the Company).

 

£34,373 of the IFRS 2 charges (6 months to 31st July 2016: £27,631 and 12 months to 31st January 2017: £66,740) associated with the award of the SIP shares to the 9 eligible directors and employees of the Company have been recognised in the Statement of Comprehensive Income as employment expenses.

 

The results of the SIP Trust have been fully consolidated within these financial statements on the basis that the SIP Trust is controlled by the Company.

 

This announcement contains inside information, disclosed in accordance with the Market Abuse Regulation which came into effect on 3 July 2016 and for UK Regulatory purposes the person responsible for making the announcement is Sinead O'Haire.

 

Analyst Briefing

 

An analyst presentation, hosted by the Executive Directors, will be held on Tuesday 17 October 2017 at 10:00 a.m. at the offices of B.P. Marsh & Partners Plc, 4 Matthew Parker Street, SW1H 9NP.

 

Please contact Elisabeth Cowell at Redleaf Communications on 020 7382 4732 or bpmarsh@redleafpr.com if you wish to attend.

 

For further information:

 

B.P. Marsh & Partners Plc www.bpmarsh.co.uk

Brian Marsh OBE / Camilla Kenyon +44 (0)20 7233 3112

 

Nominated Adviser & Broker

Panmure Gordon

Atholl Tweedie / Charles Leigh-Pemberton / Adam James +44 (0)20 7886 2500

 

Financial PR

Redleaf Communications bpmarsh@redleafpr.com

Emma Kane / Elisabeth Cowell +44 (0)20 7382 4732

 

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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This information is provided by RNS
The company news service from the London Stock Exchange
 
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