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Interim Results

22 Oct 2013 07:00

RNS Number : 0325R
B.P. Marsh & Partners PLC
22 October 2013
 



Date: 22nd October 2013

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

"the Group")

Embargoed until: 0700hrs

 

 

B.P. Marsh & Partners Plc

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

 

Interim Results

 

Interim Results Announcement for the period to 31st July 2013

 

B. P. Marsh & Partners Plc (AIM: BPM), a niche venture capital provider to early stage financial services businesses, announces its unaudited Group interim results for the period to 31st July 2013.

 

The highlights of the results are:

 

· Net asset value ("NAV") of £56.9m, an increase during the six month period of 5.3% within our Equity Portfolio of Investments, excluding all cash proceeds from the Hyperion transaction

· NAV year on year increase of 9.3%, from £52.0m at 31st July 2012

· Since 23rd October 2012, the date the Group announced its last set of interim results, the share price has increased to 146.5p, as at 21st October 2013, an increase of 59.5p or 68%

· Profit after tax (unaudited) of £1.4m

· Average NAV annual compound growth rate of 11.7% achieved since 1990

· £25.2m of realised pre-tax gains delivered on sale of investments during the period

· £16.5m of cash available at period-end, after repayment of £4.3m Directors' Loan, and allowing for tax and payment of a dividend

 

Chairman's Statement

 

I am pleased to present the unaudited Consolidated Financial Statements of B. P. Marsh & Partners Plc for the six-month period ended 31st July 2013.

 

It has been a fulfilling period for the Group and for our portfolio. On 8th July 2013 we successfully completed our largest transaction to date; the sale of 80% of our stake in Hyperion Insurance Group to General Atlantic Hawthorn Group for £29.2m in cash, leaving us with a residual £13.3m invested in Hyperion, £6.0m as a Loan maturing in 2017, the remaining £7.3m in ordinary shares over which General Atlantic have an Option to purchase.

 

There could be no better example of the success of our business model than this. We work with the companies in which we invest to help them to grow and develop. Our initial investment in Hyperion was for £25,000 in 1994 and from those modest beginnings we have worked with Hyperion's Management to assist them in realising their ambitions for the company. Our long-term approach that favours working with Management to achieve an exit may be unusual, but it works.

Another of our portfolio companies, Besso Insurance Group, with which we have partnered since 1995, is a further illustration of this approach. Besso is having a most encouraging year (including the new acquisition in Turkey) and we invested alongside them in our most recent transaction in Sterling Insurance Pty Ltd ("Sterling") in Australia.

 

The Group acquired an effective 19.7% stake in Sterling, an underwriting agency offering a range of insurance solutions within the Liability Sector, specialising in niche markets including mining, construction and demolition.

 

I am also pleased to report that we have again been able to increase our NAV, this time by 9.3% in the year since 31st July 2012. Recent months have also seen an improvement in our share price, at yesterday's price of 146.5p we are in fact 68% ahead of the price since the Group announced its last interim results, as at 31st July 2012, on 23rd October 2012.

 

During the six-month period the Group's NAV has risen to £56.9m, an increase of 5.3% within our ongoing equity Portfolio of Investments, excluding the Hyperion transaction.

 

Following the completion of this transaction we were able not only to repay and cancel the Directors' Loan facility of £4.3m, but also to pay an enhanced dividend of 1.25p per share. We now have a net cash balance of £16.5m, which will enable us to support our existing Investee Companies with follow-on Development Capital where applicable and desirable and also to make new Investments as and when in our view creative opportunities emerge for us to do so.

 

Summary of Developments in the Portfolio

 

During the financial period ended 31st July 2013, the following developments took place within the Group and its portfolio:

 

Disposals

 

Partial Disposal of shareholding in Hyperion Insurance Group Limited ("Hyperion")

 

The transaction to sell 80% of the Group's holding (5,623,520 shares) in Hyperion to the global growth equity firm General Atlantic completed on 8th July 2013, for a cash consideration of £29.2m (equating to £5.20 per A Ordinary Share of Hyperion).

 

The Company has retained a 2.81% stake in Hyperion subject to a Call Option arrangement which will allow General Atlantic to purchase the Company's remaining stake of 1,405,880 A Ordinary Shares of Hyperion at £5.20 per share. The Call Option will expire and fall away on 8th July 2016 or upon Hyperion undertaking an Initial Public Offering ("IPO"), whichever is the earlier. Under the Call Option the Group could receive a further £7.3m in cash if exercised. As at 31st July 2013 these shares have been valued at the option price.

 

As a leading niche provider of capital to early stage financial service companies, the Group was instrumental in co-founding and funding Hyperion in 1994, with an initial equity investment of £25,000 and a further equity investment of £4.3m over the subsequent 18 years. Since then, the Group has overseen Hyperion's growth through a longstanding partnership and provision of working capital finance, to which the Board of the Group has been committed, including spearheading the Strategic Finance Committee which led to 3i joining as a fellow investor in 2008. 3i also sold its stake in Hyperion to General Atlantic, at the same price per share.

 The Group has provided Hyperion with a loan of £6.0m for a minimum term of 12 months to refinance existing shareholder loans (including £2.9m that the Group had previously provided to Hyperion).

 

Investments

 

Investment into Sterling Insurance Pty Ltd ("Sterling")

 

In June 2013 the Group, in a joint venture enterprise alongside Besso Insurance Group Limited ("Besso"), acquired an effective 19.7% stake in Sterling, a specialist underwriting agency and Lloyd's coverholder offering a range of insurance solutions within the Liability sector, specialising in niche markets including mining, construction and demolition.

 

Since its MBO from IUS in 2008, Sterling has grown revenues from AU$2.7m to AU$5.8m and operating profit of AU$0.5m to a post-tax profit of AU$1.2m as at its year-end position at 31st December 2012.

 

Neutral Bay Investments Limited ("Neutral Bay"), the joint venture entity (of which the Group owns 49.9%, the remaining majority stake owned by Besso) purchased a 39.47% shareholding in Sterling from Sterling's founder George Condell who retains a reduced stake going forwards.

 

As per its ongoing pledge to support Besso in its expansion plans, the Group has funded Besso's proportion of this investment by way of a secured £2.0m loan facility, repayable over the next four years. Both this investment into the Australian market, and Besso's recent acquisition of HSB Sigorta (announced on 3rd June 2013) are in line with Besso's ambitions to expand internationally and acquire businesses which are complementary to Besso's growth strategy, and the Group is pleased that it is able to assist in making this possible by providing additional investment capital commitments.

 

The Group can also confirm that on 8th August 2013, Steadfast Group Limited, following a successful flotation on the Australian Stock Market, acquired a 39.47% shareholding in Sterling, for a consideration above that of the Group's. Steadfast is Australia's largest network of insurance brokers, with more than 430 offices across Australia and New Zealand, and annually generates around AU$4.1 billion in insurance sales.

 

The Group is looking forward to working alongside its partners in Besso Insurance Group Limited and the Sterling Management team and Steadfast to grow the underlying value of the business over the coming years.

 

Portfolio Developments

 

Besso Insurance Group Ltd ("Besso")

 

The Group was pleased to see Besso's improving profitability for the 2012 financial year; reporting an operating profit of £1.1m (2011: operating loss of £1.1m) with turnover for the year increasing by 8.3% to £26.2m from £24.2m in 2011.

 

The Group supported Besso with the provision of follow on funding, in its recent acquisitions:

 

· Turkey

 

In May 2013 Besso bought a specialist aviation intermediary, HSB Sigorta ve Reasurans Brokerligi ("HSB"), to add to its platform in the Turkish market. Now known as Besso Sigorta ve Reasurans, it was originally established in 2007 and is already assisting Besso in developing its participation in the fast growing Turkish insurance market.

 

 

· Australia

 

In June 2013, Besso, alongside the Group, invested in Neutral Bay Investments Limited, an investment vehicle established to acquire a 39.47% shareholding in Sterling, as mentioned above. For a number of years Besso has been the London Market broker for this operation and has helped in its development since Sterling's management buy-out, which was conducted in 2008. 

 

LEBC Holdings Limited ("LEBC")

 

Following the £1.1m turn-around in profitability over the 2012 financial year, in which LEBC achieved a profit of £0.5m, LEBC continues to develop and expand its offering in the Corporate and Private Client Advice sectors, producing a stable operating platform for the future post-RDR environment and is making good progress this year.

 

US Risk (UK) Limited ("US Risk")

 

US Risk, the parent company of Oxford Insurance Brokers and James Hampden International Insurance Brokers announced the appointment of Mike Lobb as Managing Director. Previously he held the role of Managing Director at Howden Insurance Brokers (part of the broking subsidiary of Hyperion).  

 

The Group is looking forward to working with the Management team to build on US Risk's recent growth.

 

Strategy

 

The Group has a stated objective which is to make minority investments in promising opportunities in the financial services sector, typically investing amounts of up to £3m and taking an equity stake of between 15% and 45%. The investment goal remains unchanged: identify businesses with strong management teams and good growth potential, and help fund, support and develop these companies so they can deliver on growth opportunities. The Group requires its investee companies to adopt certain minority shareholder protections and appoints a director to its board. The Group's successful track record is based upon a number of factors that include, amongst other things, a robust investment process, the management's considerable experience of the Financial Services sector and a flexible approach towards exit-strategies.

 

Given the potential opportunities in the Group's key market place, the Board is unanimous that the priority for the Group and the long term benefit of the shareholders is to continue to develop the business, and reinvest the Hyperion sale proceeds in both its existing portfolio and in new ventures within its existing investment criteria, as has been its philosophy since inception.

 

Hyperion is a good example of how the Group's model creates value on an NAV level for shareholders, and it should also be noted that the Group has consistently generated increased value in its investments, achieving a compound growth rate of circa 12% per annum in its net assets since formation.

 

Directors' Loan

 

The Group repaid in full and then cancelled the £4.325m Directors' Loan facility, following completion of the Hyperion transaction.

 

Cash Position

 

At the period end, the Group had £22.4m in cash. Of the £22.4m, £15.3m is available for new investment opportunities after providing for commitments of £1.2m to fund existing investments, and providing for tax and dividend payments.

 

Dividend

 

As a sign of confidence in the long term prospects for the Group, an increased dividend of 1.25p per share (£365,375) was paid in August 2013, a 25% increase from the last dividend in July 2012. The dividend is in relation to the current year, ending 31st January 2014.

 

We plan to maintain our current dividend policy.

 

Investment Opportunities

 

We are experiencing currently a long-awaited period of renewed optimism in the financial services sector in particular and the economy in general. The latest quarterly CBI/PwC financial services survey, released on Monday 5th October 2013, shows that the UK's financial services firms are at their most optimistic for 17 years, with 59% reporting optimism and 26% hiring new staff.

 

As conditions improve, we are beginning to see entrepreneurs more willing to take risks in starting and developing their businesses and this has contributed to the number of compelling investment opportunities presented to the Group during the six-month period. We are continuing discussions on several of these, specifically in the international insurance intermediary space.

 

The Group's investment strategy remains unchanged; to take minority positions in profitable businesses with strong management teams and good growth potential. We continue to see a number of investment opportunities with good management and business plans that would fit with our tried and tested business strategy and the Directors consider that the Group remains unique in its investment sector.

 

 

Brian Marsh OBE

22nd October 2013

 

 

Investments

 

As at 31st July 2013 the Group's equity interests were as follows:

 

Besso Insurance Group Limited

(www.besso.co.uk)

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

Date of investment: February 1995

Equity stake: 36.71%

31st July 2013 valuation: £5,898,000

 

The Broucour Group Limited

(www.amberglobe.co.uk)

(www.turnerbutler.co.uk)

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

Date of investment: March 2008

Equity stake: 49.0%

31st July 2013 valuation: £335,000

 

 

Hyperion Insurance Group Limited

(www.hyperiongrp.com)

The Group first invested in Hyperion in 1994. Hyperion owns, amongst other things, an insurance broker specialising in directors' and officers' ("D&O") and professional indemnity ("PI") insurance. In 1998 Hyperion set up an insurance managing general agency specialising in developing D&O and PI business in Europe. The Group sold 80% of its holding to General Atlantic in July 2013, with the remaining holding being valued at the agreed option price.

Date of investment: November 1994

Equity: 2.81%

31st July 2013 valuation: £7,310,000

 

LEBC Holdings Limited

(www.lebc-group.com)

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

Date of investment: April 2007

Equity stake: 22.89%

31st July 2013 valuation: £3,492,000

 

Paterson Squared, LLC

(www.paterson2.com)

Paterson Squared was founded by a group of professionals from the actuarial, capital markets and reinsurance advisory sectors in conjunction with the Group. The company uses sophisticated modelling techniques to assess risk, with a view to providing counter-party risk transaction advice.

Date of investment: April 2004

Equity stake: 22.5%

31st July 2013 valuation: £0

 

Portfolio Design Group International Limited

(www.surrendalink.co.uk)

In March 1994 the Group invested in the Portfolio Design Group, a company which sells with-profits life endowment policies to large financial institutions. In 2002 the company diversified into investment management.

Date of investment: March 1994

Equity stake: 20.0%

31st July 2013 valuation: £1,674,000

 

Randall & Quilter Investment Holdings Limited

(www.rqih.com)

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

Date of investment: January 2010

Equity stake: 1.35%

31st July 2013 valuation: £1,210,000

 

 

Sterling Insurance PTY Limited

(www.sterlinginsurance.com.au)

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

Date of investment: June 2013

Equity stake: 19.70%

31st July 2013 valuation: £2,148,000

 

Summa Insurance Brokerage, S. L.

(www.grupo-summa.com)

In January 2005 the Group provided finance to a Spanish management team with the objective of acquiring and consolidating regional insurance brokers in Spain.

Date of investment: January 2005

Equity stake: 48.63%

31st July 2013 valuation: £2,832,000

 

US Risk (UK) Limited

(www.oxfordinsurancebrokers.co.uk)

(www.jhinternational.co.uk)

In July 2010 the Group completed its investment in US Risk (UK), the parent company of Oxford Insurance Brokers Limited, a London-based Lloyd's insurance and reinsurance broker and James Hampden International Brokers Ltd, a specialist international reinsurance and insurance broking company.

Date of investment: July 2010

Equity stake: 29.28%

31st July 2013 valuation: £2,445,000

 

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

 

 

Consolidated Financial Statements

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE PERIOD ENDED 31ST JULY 2013

 

 

 

Notes

Unaudited

Unaudited

Audited

 

6 months to

6 months to

Year to

 

31st July 2013

31st July 2012

31st January 2013

 

£'000

£'000

£'000

£'000

£'000

£'000

 

GAINS ON INVESTMENT

 

Realised gains on disposal of investments (net of costs)

5

11

1

5

 

Impairment of investments and loans

-

-

-

 

Unrealised gains on investment revaluation

4

1,368

2,217

6,130

 

Carried interest movement

9

10

6

5

 

1,389

2,224

6,140

 

INCOME

 

Dividends

194

16

301

 

Income from loans and receivables

573

441

929

 

Fees receivable

312

322

855

 

1,079

779

2,085

 

INCOME NET OF GAINS ON INVESTMENT

2,468

3,003

8,225

 

 

Operating expenses

(828)

(727)

(2,007)

 

 

OPERATING INCOME

1,640

2,276

6,218

 

 

Financial income

5

2

5

 

Financial expenses

(66)

(43)

(65)

 

Exchange movements

39

(82)

37

 

(22)

(123)

(23)

 

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

1,618

2,153

6,195

 

 

Income tax

8

(186)

54

(518)

 

 

PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS

1,432

£2,207

£5,677

 

 

Earnings per share - basic and diluted (pence)

3

4.9p

7.5p

19.4p

 

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

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 31ST JULY 2013

 

 

Unaudited

Unaudited

Audited

Notes

31st July 2013

31st July 2012

31st January 2013

£'000

£'000

£'000

£'000

£'000

£'000

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

13

10

7

Investments

4

27,344

47,998

52,711

Loans and receivables

14,228

7,459

8,587

41,585

55,467

61,305

CURRENT ASSETS

Trade and other receivables

1,959

1,487

1,174

Cash and cash equivalents

22,403

3,256

1,787

24,362

4,743

2,961

LIABILITIES

NON-CURRENT LIABILITIES

Loans and other payables

10

-

(100)

(100)

Carried interest provision

9

(284)

(293)

(294)

Corporation tax provision

(2,317)

-

-

Deferred tax liabilities

8

(2,590)

(7,361)

(7,933)

(5,191)

(7,754)

(8,327)

CURRENT LIABILITIES

Trade and other payables

(3,869)

(421)

(484)

(3,869)

(421)

(484)

NET ASSETS

£56,887

£52,035

£55,455

CAPITAL AND RESERVES -

EQUITY

Called up share capital

2,923

2,929

2,923

Share premium account

9,370

9,370

9,370

Fair value reserve

7,751

23,120

26,348

Reverse acquisition reserve

393

393

393

Capital redemption reserve

6

-

6

Retained earnings

36,444

16,223

16,415

SHAREHOLDERS' FUNDS - EQUITY

6

£56,887

£52,035

£55,455

 

 

The Interim Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 21st October 2013

and signed on its behalf by:

 

B.P. Marsh & J.S. Newman

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE PERIOD ENDED 31ST JULY 2013

 

 

 

Unaudited

Unaudited

 

Audited

 

31st July 2013

31st July 2012

31st January 2013

 

£'000

£'000

£'000

 

Cash from operating activities

 

Income from loans to investees

573

441

929

 

Dividends

194

16

301

 

Fees received from investment activity

312

322

855

 

Operating expenses

(828)

(727)

(2,007)

 

Decrease / (increase) in receivables

329

(135)

(361)

 

Increase in payables

73

225

287

 

Depreciation

2

4

8

 

Net cash from operating activities

655

146

12

 

 

Net cash from investing activities

 

Purchase of property, plant and equipment

(8)

-

(1)

 

Purchase of investments (Note 4)

(2,282)

(3)

(822)

 

Net proceeds from investments

29,028

4,847

4,870

 

Net cash from investing activities

26,738

4,844

4,047

 

 

Net cash used by financing activities

(Repayment) / advances of directors' loans

-

(1,250)

(1,250)

 

Net payments of loans to investee companies

(6,716)

(808)

(1,276)

 

Financial income

5

2

5

 

Financial expenses

(66)

(43)

(65)

 

Dividends paid

-

(293)

(293)

 

Payments made to repurchase Company shares

-

-

(50)

 

Net cash used by financing activities

(6,777)

(2,392)

(2,929)

 

 

Change in cash and cash equivalents

20,616

2,598

1,130

 

Cash and cash equivalents at beginning of the period

1,787

666

666

 

Exchange movement *

-

(8)

(9)

 

 

Cash and cash equivalents at end of period

£22,403

£3,256

£1,787

 

 

 

 

\* The exchange movement as noted in the Consolidated Statement of Comprehensive Income is a gain of £39k (6 months to 31st July 2012: loss of £(82)k & 12 months to 31st January 2013: gain of £37k). The movement in the Consolidated Statement of Cash Flows excludes an exchange gain of £39k (6 months to 31st July 2012: loss of £(74)k & 12 months to 31st January 2013: gain of £46k) relating to the revaluation of a loan denominated in Euros as this is a non-cash movement.

 

 

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE PERIOD ENDED 31ST JULY 2013

 

 

 

 

Unaudited

Unaudited

Audited

6 months to

6 months to

Year to

31st July 2013

31st July 2012

31st January 2013

£'000

£'000

£'000

Opening total equity

55,455

50,121

50,121

Total recognised income for period

1,432

2,207

5,677

Dividends paid

-

(293)

(293)

Repurchase of Company shares

-

-

(50)

Total equity

£56,887

£52,035

£55,455

 

Refer to Note 6 for detailed analysis of the changes in the components of equity.

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

1. ACCOUNTING POLICIES

 

Basis of preparation of financial statements

 

These 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 have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and financial liabilities through the profit or loss.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates particularly in relation to investment valuation. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

 

These interim consolidated financial statements were approved by the Board on 21st October 2013. They have not been audited nor reviewed by the Group's Auditors, as is the case with the comparatives to 31st July 2012, 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 2013. Those accounts, upon which the Group's Auditors 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

 

The Group financial statements consolidate the results and net assets of the Company and all of its subsidiary undertakings.

 

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, 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.

 

Investments

 

All 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 investments. In valuing 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 investments, some of which are in early stage companies:

 

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

b) by reference to underlying funds under management;

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

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

 

Both realised and unrealised gains and losses arising from changes in fair value are taken to the Consolidated Statement of Comprehensive Income for the 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 investments are expensed in the Consolidated Statement of Comprehensive Income.

 

Income from investments

 

Income from 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.

 

Carried interest provision

 

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

 

Property, plant and equipment

 

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

 

Furniture & equipment - 5 years

Leasehold fixtures and fittings - over the life of the lease

 

Foreign currencies

 

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

 

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

 

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

 

Taxation

 

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

 

Bonus provision

 

There is no contractual obligation on the Group to pay bonuses to employees and as such no provision has been made in the operating expenses within the Consolidated Statement of Comprehensive Income for the period to 31st July 2013 (as was also the case with the interims to 31st July 2012). However, the Consolidated Statement of Comprehensive Income to 31st January 2013 does include such a provision where discretionary awards were made for the year-end.

 

International Financial Reporting Standards in issue but not yet effective

 

At the date of authorisation of these consolidated financial statements, the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC") have issued the following standards, which are effective for annual accounting periods beginning on or after the stated effective date.

 

 

Effective for periods

beginning on or after

 

IFRS 10, 11 & 12 and IAS 27 & 28 - Investment Entities (Amendments)

1st January 2014

IFRS 9 - Financial Instruments

1st January 2015

 

 

The Group is currently assessing the impact of IFRS 10 "Investment Entities (Amendments)". All other standards and interpretations are not expected to have a material impact on the consolidated financial statements.

 

As the Group prepares its financial statements in accordance with IFRS as adopted by the European Union, the application of new standards and interpretations will be subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group's discretion to early adopt standards.

 

 

2. SEGMENTAL REPORTING

 

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

 

The Group identifies its reportable operating segments based on the geographical location in which each of its investments is incorporated and primarily operates. For management purposes, the Group is organised and reports its performance by two geographic segments: UK and Channel Islands and Non-UK and 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. These are described in further detail in Note 1 under 'Income from investments'.

 

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

 

Geographic segment 1:

UK & Channel Islands

Geographic segment 2:

Non-UK & Channel Islands

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

2013

2012

2013

2012

2013

2012

£'000

£'000

£'000

£'000

£'000

£'000

Income net of losses on investment

2,746

3,592

(278)

(589)

2,468

3,003

Operating expenses

(695)

(598)

(133)

(129)

(828)

(727)

Segment operating profit / (loss)

2,051

2,994

(411)

(718)

1,640

2,276

Financial income

4

2

1

-

5

2

Financial expenses

(55)

(35)

(11)

(8)

(66)

(43)

Exchange movements

-

(9)

39

(73)

39

(82)

Profit / (loss) before tax

2,000

2,952

(382)

(799)

1,618

2,153

Income tax

(274)

(138)

88

192

(186)

54

Profit / (loss) for the period

£1,726

£2,814

£(294)

£(607)

£1,432

£2,207

 

 

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

2013

2012

2013

2012

2013

2012

Investee Company

Besso Insurance Group Limited

402

346

37

44

1

1

Hyperion Insurance Group Limited

266

174

25

22

1

1

U.S. Risk (UK) Limited

132

104

12

13

1&2

1&2

 

 

 

 

Geographic segment 1:

UK & Channel Islands

Geographic segment 2:

Non-UK & Channel Islands

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

2013

2012

2013

2012

2013

2012

£'000

£'000

£'000

£'000

£'000

£'000

Non-current assets

Property, plant and equipment

11

9

2

1

13

10

Investments

22,364

43,818

4,980

4,180

27,344

47,998

Loans and receivables

12,501

6,515

1,727

944

14,228

7,459

34,876

50,342

6,709

5,125

41,585

55,467

Current assets

Trade and other receivables

1,515

1,103

444

384

1,959

1,487

Cash and cash equivalents

22,403

3,256

-

-

22,403

3,256

Deferred tax assets

-

-

103

174

103

174

23,918

4,359

547

558

24,465

4,917

Total assets

58,794

54,701

7,256

5,683

66,050

60,384

Non-current liabilities

Loans and other payables

-

(100)

-

-

-

(100)

Carried interest provision

(284)

(293)

-

-

(284)

(293)

Corporation tax provision

(2,317)

-

-

-

(2,317)

-

Deferred tax liabilities

(2,693)

(7,535)

-

-

(2,693)

(7,535)

(5,294)

(7,928)

-

-

(5,294)

(7,928)

Current liabilities

Trade and other payables

(3,869)

(421)

-

-

(3,869)

(421)

Total liabilities

(3,869)

(8,349)

-

-

(3,869)

(8,349)

Net assets

£49,631

£46,352

£7,256

£5,683

£56,887

£52,035

 

Additions to property, plant and equipment

 

7

 

-

 

1

 

-

 

8

 

-

Depreciation of property, plant and equipment

 

2

 

4

 

-

 

-

 

2

 

4

Cash flow arising from:

Operating activities

855

1

(200)

145

655

146

Investing activities

28,683

4,844

(1,945)

-

26,738

4,844

Financing activities

(6,777)

(2,695)

-

303

(6,777)

(2,392)

Change in cash and cash equivalents

 

22,761

 

2,150

 

(2,145)

 

448

 

20,616

 

2,598

 

Geographic segment 1:

UK & Channel Islands

Geographic segment 2:

Non-UK & Channel Islands

Group

Audited

Audited

Audited

31st January

31st January

31st January

2013

2013

2013

£'000

£'000

£'000

Operating income / (loss)

9,180

(955)

8,225

Operating expenses

(1,558)

(449)

(2,007)

Segment operating profit / (loss)

7,622

(1,404)

6,218

Financial income

4

1

5

Financial expenses

(51)

(14)

(65)

Exchange movements

(9)

46

37

Profit / (loss) before tax

7,566

(1,371)

6,195

Income tax

(834)

316

(518)

Profit / (loss) for the year

£6,732

£(1,055)

£5,677

 

 

 

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

Audited

Audited

Audited

31st January

31st January

31st January

2013

2013

2013

Investee Company

Besso Insurance Group Limited

724

35

1

Hyperion Insurance Group Limited

590

28

1

Summa Insurance Brokerage, S.L.

312

15

2

U.S. Risk (UK) Limited

210

10

1&2

 

Geographic segment 1:

UK & Channel Islands

Geographic segment 2:

Non-UK & Channel Islands

Group

Audited

Audited

Audited

31st January

31st January

31st January

2013

2013

2013

£'000

£'000

£'000

Non-current assets

Property, plant and equipment

7

-

7

Investments

49,225

3,486

52,711

Loans and receivables

6,899

1,688

8,587

56,131

5,174

61,305

Current assets

Trade and other receivables

970

204

1,174

Cash and cash equivalents

1,787

-

1,787

Deferred tax assets

-

327

327

2,757

531

3,288

Total assets

58,888

5,705

64,593

Non-current liabilities

Loans and other payables

(100)

-

(100)

Carried interest provision

(294)

-

(294)

Deferred tax liabilities

(8,260)

-

(8,260)

(8,654)

-

(8,654)

Current liabilities

Trade and other payables

(484)

-

(484)

Total liabilities

(9,138)

-

(9,138)

Net assets

£49,750

£5,705

£55,455

 

Additions to property, plant and equipment

1

-

1

Depreciation of property, plant and equipment

7

1

8

Cash flow arising from:

Operating activities

(29)

41

12

Investing activities

4,047

-

4,047

Financing activities

(2,899)

(30)

(2,929)

Change in cash and cash equivalents

1,119

11

1,130

 

 

 

 

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

 

Unaudited

Unaudited

Audited

31st July 2013

31st July 2012

31st January 2013

£'000

£'000

£'000

Earnings

Earnings for the period

1,432

2,207

5,677

Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity shareholders

 

 

1,432

 

 

2,207

 

 

5,677

Earnings per share - basic and diluted

 

 

4.9p

 

 

7.5p

 

 

19.4p

Number of shares

Number

Number

Number

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

 

 

29,230,000

 

 

29,286,143

 

 

29,258,072

Number of dilutive shares under option

Nil

Nil

Nil

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

 

 

29,230,000

 

 

29,286,143

 

 

29,258,072

 

 

4. NON-CURRENT INVESTMENTS

 

Group Investments

Unaudited

Unaudited

Audited

31st July 2013

31st July 2012

31st January 2013

£'000

£'000

£'000

At valuation

At 1st February

52,711

50,624

50,624

Additions

2,282

3

822

Disposals

(29,017)

(4,846)

(4,865)

Movement in valuation / provisions

1,368

2,217

6,130

At period end

£27,344

£47,998

£52,711

At cost

At 1st February

17,969

18,264

18,264

Additions

2,282

3

822

Disposals

(3,788)

(1,097)

(1,117)

At period end

£16,463

£17,170

£17,969

 

 

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

 

On 13th May 2013 the Group subscribed to its pro-rata proportion of a £25m placing of new shares by Randall & Quilter Investment Holdings Limited ("R&Q") (formerly known as Randall & Quilter Investment Holdings plc, prior to its re-domicile to Bermuda in July 2013) increasing its shareholding from 667,978 to 948,830 shares, but maintaining its overall percentage holding in R&Q. Total consideration paid for the shares amounted to £337,022 (£1.20 per share). As at 31st July 2013 the Group's overall holding in R&Q was 1.34%.

 

 

On 5th June 2013, through a joint venture enterprise alongside Besso Insurance Group Limited ("Besso"), the Group acquired an effective 19.7% stake in Sterling Insurance Pty Ltd ("Sterling"), a specialist underwriting agency based in Australia. Neutral Bay Investments Limited ("Neutral Bay"), the joint venture entity (of which the Group owned 49.9% as at 31st July 2013, the remaining 50.1% majority stake owned by Besso) purchased a 39.47% shareholding in Sterling from Sterling's founder George Condell for AU$6,159,571 (£3,898,619). Total consideration payable for the Group's 49.9% investment in Neutral Bay was £1,945,411 and comprises 99,800 Ordinary £1 shares and 1,845,611 Redeemable Preferred £1 shares. As at 31st July 2013 the Group had made no future capital commitment in respect of Neutral Bay.

 

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

 

On 8th July 2013 the Group completed the sale of 5,623,520 shares (80% of its total holding of 7,029,400 shares) in Hyperion Insurance Group Limited ("Hyperion") to the global growth equity firm General Atlantic for a cash consideration of £29,242,304 (£5.20 per A Ordinary share). The Group's remaining 1,405,880 A Ordinary shares in Hyperion (2.81% as at 31st July 2013) is subject to a Call Option arrangement which will allow General Atlantic to purchase these remaining shares at £5.20 per share. The Call Option will expire and fall away on 8th July 2016 or upon Hyperion undertaking an Initial Public Offering ("IPO"), whichever is the earlier. Under the Call Option the Group could receive a further £7,310,576 in cash if exercised.

 

The Share Purchase Agreement includes an anti-embarrassment provision which provides that if Hyperion undertakes an IPO by 8th July 2014, at a price at or in excess of £6.25 per A Ordinary share, there will be an additional amount payable to the Group, up to a maximum of £0.30 per A Ordinary share. This provision could result in a maximum additional amount of £2,108,820 in consideration becoming payable to the Group; however Hyperion's value would need to have increased to £6.60 per A Ordinary Share, or above, within the following 12 months and the right market conditions would need to be in place for a successful IPO, for this maximum additional consideration to become payable.

 

The unquoted investee companies, which are registered in England except Summa Insurance Brokerage S.L. (Spain), Preferred Asset Management Ltd (Jersey), Close Horizons Ltd (Isle of Man) and Paterson Squared, 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

 

£

£

Amberglobe Limited

49.00

30.04.12

(789,729)

(50,789)

Business sales platform

 

Besso Insurance Group Limited

36.71

31.12.12

6,383,049

14,163

 

Holding company for insurance intermediaries

 

 

Hyperion Insurance

Group Limited

2.81

30.09.12

37,940,000

20,572,000

Insurance holding company

 

% holding

Date

Aggregate

Post tax

of share

information

capital and

profit/(loss)

Name of company

capital

available to

reserves

for the year

Principal activity

£

£

LEBC Holdings Limited

22.89

30.09.12

619,910

360,006

Independent financial advisor company

Neutral Bay Investments Limited

49.90

-

-

-

Investment holding company

Portfolio Design Group International Limited

20.00

31.12.12

6,442,713

(398,801)

Fund managers of traded endowment policies

Morex Commercial Limited

20.00

31.12.12

446,923

44,255

Trading in secondary life policies

Preferred Asset

Management Limited

20.00

30.09.12

368,720

139,813

Fund management company

Close Horizons Limited

20.00

31.12.12

1,442,900

153,939

Investment holding company

Paterson Squared, LLC*

 

 

22.50

31.12.10

364,411

279,575

Independent reinsurance transaction consultants

Summa Insurance Brokerage, S.L.

48.625

31.12.12

8,860,443

(31,059)

Consolidator of regional insurance brokers

U.S. Risk (UK) Limited

29.28

31.12.12

1,879,734

(965,016)

Holding company for insurance intermediaries

 

In addition, as at 31st July 2013 the Group held 1.34% of the share capital of Randall & Quilter Investment Holdings Limited ("R&Q"). R&Q is an AIM listed company.

 

On 27th July 2012 the Company's wholly owned subsidiary B. P. Marsh & Company Limited entered into a Share Exchange Agreement with The Broucour Group Limited ("the Broucour Group") in respect of its 49% equity investment in Amberglobe Limited ("Amberglobe"). On this date the Broucour Group acquired the entire issued share capital of Amberglobe (£200,000 divided into £130,000 ordinary shares and £70,000 preference shares of £1 each, of which the Group, through its subsidiary undertaking, owned £98,000 divided into £28,000 ordinary shares and £70,000 preference shares). The Broucour Group was incorporated in July 2012 as a holding company to facilitate the acquisition of the assets of Turner Butler Limited ("Turner Butler"). The Group assisted in this acquisition by providing the Broucour Group with a £600,000 loan facility to fund the acquisition cost and associated working capital requirements which was drawn down in full on 27th July 2012. As a result of this transaction, the Group's original investment in Amberglobe is now held in the Broucour Group, with Amberglobe now a wholly owned subsidiary of the Broucour Group.

 

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

 

*Paterson Squared LLC was subsequently dissolved on 11th September 2013.

 

 

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

 

The realised gains on disposal of investments comprises of a net gain of £11,607 in respect of the Group's disposal of 80% of its investment in Hyperion Insurance Group Limited ("Hyperion") at its carrying value of £29,017,000 for a consideration of £29,242,304. This resulted in a gross realised gain on disposal of £225,304, reduced by disposal costs totalling £213,697, to give a net realised gain of £11,607 (see Note 4 for further details of this disposal).

 

The above Hyperion disposal also resulted in a net release to Retained Earnings from the Fair Value Reserve of £19,699,927, comprising of a £25,228,770 release of fair value which has been reduced by tax payable on disposal of £5,528,843 (see Note 6).

 

The amount included in realised gains on disposal of investments for the 6 months to 31st July 2012 was £1,199 and for the 12 months to 31st January 2013 was £4,501, both of which were in respect of capital distributions made by Randall & Quilter Investment Holdings Limited. In addition, during those periods the Group also made partial disposals of its investments in Hyperion and Besso Insurance Group Limited ("Besso") at their respective carrying values. As a result of these disposals being made at carrying value, no material gain or loss was included in the Consolidated Statement of Comprehensive Income for the 6 months to 31st July 2012 and 12 months to 31st January 2013, however the disposals did result in a release to Retained Earnings from the Fair Value Reserve of £3,748,321.

 

 

6. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

 

Share

Reverse

Capital

Share

premium

Fair value

acquisition

Redemption

Retained

capital

account

reserve

reserve

reserve

earnings

Total

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

(£'000)

At 31st January 2013

2,923

9,370

26,348

393

6

16,415

55,455

Profit for the period

-

-

1,103

-

-

329

1,432

Net transfers on sale of investments

(Note 5)

 

-

 

-

 

(19,700)

 

-

 

19,700

 

-

Dividends paid

-

-

-

-

-

-

-

At 31st July 2013

£2,923

£9,370

£7,751

£393

£6

£36,444

£56,887

 

 

7. LOAN AND EQUITY COMMITMENTS

 

On 22nd July 2010 (as varied on 8th August 2012) the Group entered into an agreement to provide a loan facility of £1,950,000 to U.S. Risk (UK) Limited, an investee company. As at 31st July 2013 £1,200,000 of this facility had been drawn down.

 

On 1st May 2013 the Group entered into an agreement to provide a loan facility of £747,000 to Besso Insurance Group Limited, an investee company. As at 31st July 2013 £265,000 of this facility had been drawn down. Together with £2,750,000 of 14% loan stock and other loans of £2,978,698, total loans drawn down as at 31st July 2013 amounted to £5,993,698, with a remaining undrawn facility of £482,000.

 

 

 

8. 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 Statement of Financial Position, £2,590,000 (interim 6 months to 31st July 2012: £7,361,000 & full year to 31st January 2013: £7,933,000) of tax on capital gains would become payable by the Group at the current corporation tax rate of 23%. This amount is fully provided for in the financial statements.

 

The Group has entered into long-term incentive arrangements with certain employees and directors. Provided they remain in employment with the Group as at specified dates in the future, the Group has agreed to pay bonuses totalling £135,000 together with the Employers' National Insurance due thereon. £75,000, £30,000 and £30,000 are due to be paid on 1st October 2013, 15th May 2015 and 15th May 2016 respectively.

 

No amount has been included in these financial statements as the performance conditions relating to these incentives had not been met at the time of the reporting period. The conditions for the £75,000 due for payment on 1st October 2013 were met subsequent to the reporting period date and hence the amount has since been paid.

 

 

9. DIRECTOR'S INTEREST IN CONTRACTS

 

S. S. Clarke is entitled to a maximum of 20% of any gain, after deducting expenses and following the repayment of all loans, redemption of all preference shares, loan stock and equivalent finance provided by the Company, on the sale of certain agreed investments of the Company and its subsidiaries. The carried interest provided for at the period end was £284,000 (interim 6 months to 31st July 2012: £293,000 & full year to 31st January 2013: £294,000).

 

No amounts were paid under this arrangement during the period (2012: £nil).

 

 

10. LOANS AND OTHER PAYABLES

 

During the period, the Group drew down in full its £4,325,000 loan facility, which certain directors, and companies controlled by the directors, or other related parties, agreed to provide to the Group during the year to 31st January 2011. The loan facility was secured on the assets of the Company and accrued interest at a rate of UK Base Rate + 4% (subject to a minimum of 6.5%). Following the partial sale of the Group's investment in Hyperion Insurance Group Limited in July 2013 (see Note 4), the Group repaid the outstanding loan in full, at which time the facility expired.

 

Interest on this loan facility of £65,608 (6 months to 31st July 2012: £42,958 and 12 months to 31st January 2013: £64,760) was charged to the Consolidated Statement of Comprehensive Income for the current period.

 

In addition, during the year to 31st January 2013 the Group received an upfront payment of £300,000 in respect of a three year loan arrangement fee from Besso Insurance Group Limited ("Besso"). As at 31st July 2013 none of this fee was included in the Consolidated Statement of Financial Position under 'Non-current liabilities' as a long-term deferred income creditor (as at 31st July 2012: £100,000 and as at 31st January 2013: £100,000). The total fee is either included within the Consolidated Statement of Financial Position under 'Current liabilities' or has already been credited to the Consolidated Statement of Comprehensive Income as fees receivable.

 

 

Analyst Briefing

 

An analyst presentation, hosted by Brian Marsh OBE, Chairman, Jonathan Newman, Finance Director, and fellow Directors Camilla Kenyon and Dan Topping will be held at 10:00 a.m., on 22nd October 2013 at the Company's office: 2nd Floor, 36 Broadway, London, SW1H 0BH.

 

- Ends -

 

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

Fred Walsh / Charles Leigh-Pemberton / Atholl Tweedie +44 (0)20 7886 2500

 

Redleaf Polhill

Emma Kane / David Ison +44 (0)20 7382 4730

 

Notes to Editors:

 

About B.P. Marsh & Partners Plc

 

B.P. Marsh's current portfolio contains nine companies. More detailed descriptions of the portfolio can be found at www.bpmarsh.co.uk.

 

Since formation over 20 years ago, the Company has assembled a management team with considerable experience both in the financial services sector and in managing private equity investments. Many of the directors have worked with each other in previous roles, and all have worked with each other for at least four years.

 

Prior to Brian Marsh's involvement in the Company, he spent many years in insurance broking and underwriting in Lloyd's as well as the London and overseas market. He has over 30 years' experience in building, buying and selling financial services businesses, particularly in the insurance sector.

 

Jonathan Newman is a Chartered Management Accountant and is the Group Director of Finance and has over 15 years' experience in the financial services industry. Jonathan advises investee companies through two non-executive board appointments and evaluates new investment opportunities.

 

Daniel Topping is a Member of the Chartered Institute of Securities and Investment (MCSI) and an Associate Member of the Institute of Chartered Secretaries and Administrators (ACIS) having graduated from the University of Durham in 2005. Dan joined B.P. Marsh in February 2007 having started his career at an accountancy firm. In 2011 he was appointed as a director of B.P. Marsh and currently has a number of non-executive appointments over four investee companies and evaluates new investment opportunities.

 

Camilla Kenyon was appointed as Head of Investor Relations at B. P. Marsh in February 2009, having four years' prior experience with the Company. Camilla holds two non-executive appointments, is Chair of the New Business Committee and is a Member of the Investor Relations Society.

 

Natasha Dunbar has over 18 years' experience in the financial services industry. Having joined the Company in 1994 she was made managing director in March 2002, subsequently becoming a non-executive director of the Company in 2008, a position she held for five years. Natasha was reappointed as a Director in February 2013 and holds a non-executive appointment at one of the Group's investee companies.

 

END

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