Results of General Meeting and Open Offer

RNS Number : 7811T

B.P. Marsh & Partners PLC

06 July 2018

 

Date: 6 July 2018

On behalf of: B.P. Marsh & Partners PLC ("B.P. Marsh" or "the Company")

Embargoed until: 0700hrs

B.P. Marsh & Partners Plc

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

Results of General Meeting and result of Open Offer,

Issue of equity

and

New substantial shareholder

B.P. Marsh & Partners Plc (AIM: BPM), the specialist venture capital investor in early stage financial services businesses, is pleased to announce the results of the General Meeting in respect of the Placing of new Ordinary Shares to a new investor in the Company (the "Investor"), an entity in the PSC Insurance Group, to raise £15.5 million for the Company, and additional Open Offer of up to £1.5 million, at an Issue Price of 252 pence per new Ordinary Share, which was announced to the market on 12 June 2018 (the "Placing Announcement"), and the results of the Open Offer.

General Meeting

The Company is pleased to announce that at the General Meeting held yesterday all resolutions set out in the circular dated 13 June 2018 (the "Circular") were duly passed.

Open Offer

As announced in the Placing Announcement, Brian Marsh irrevocably undertook not to subscribe for any entitlements under the Open Offer (and to procure that B.P. Marsh Management Limited, a company wholly owned by Brian Marsh, did the same) to allow remaining Qualifying Shareholders the opportunity to subscribe for more Ordinary Shares in the Company. As such, neither Brian Marsh nor B.P. Marsh Management Limited have subscribed for any Open Offer Shares. The Basic Entitlements which could otherwise have been available to Brian Marsh and B.P. Marsh Management Limited under the Open Offer were instead made available to other Qualifying Shareholders.

The Open Offer closed for acceptances at 11.00 a.m. on 4 July 2018 in accordance with its terms and was significantly oversubscribed. The Company is therefore pleased to announce that it has received valid acceptances in respect of 595,238 Open Offer Shares from Qualifying Shareholders, including applications under the Excess Application Facility, with a value of £1.5 million. This represents 100 per cent. of the Open Offer Shares offered pursuant to the Open Offer. Qualifying Shareholders who have applied for their Basic Entitlements will receive the full number of Open Offer Shares applied for by them and, as a result of significant oversubscription under the Excess Application Facility, those that made an application for Excess Shares will receive approximately 3 per cent. of the Excess Shares applied for by them (rounded down to the nearest whole share).  

As a consequence, the Company has conditionally raised £17.0 million (before expenses) in aggregate through the Placing and Open Offer. The Directors intend to use the net proceeds of the Placing and Open Offer to grow the Company's existing portfolio and continue investing in early stage financial services intermediary businesses with the aim of becoming the capital provider of choice for the sector.

Additionally, as announced in the Placing Announcement, the Placing also includes the transfer by B.P. Marsh Management Limited (a company wholly owned by Brian Marsh, the Executive Chairman of the Group) of 1,166,310 Existing Ordinary Shares (the "Sale Shares") to the Investor, who has also agreed to acquire the Sale Shares at the Issue Price. The transfer of the Sale Shares will occur shortly following Admission.

New substantial shareholder

The new investor in the Company, an entity in the PSC Insurance Group, will, immediately following Admission and the transfer of the Sale Shares, hold approximately 19.6 per cent. of the Enlarged Share Capital of the Company, and will therefore become a substantial shareholder in the Company. More information about PSC Insurance Group is set out in paragraph 4 of Part I in the Circular.

Issue of equity

Application has been made for the 6,764,432 New Placing Shares and Open Offer Shares (in aggregate) to be admitted to trading on AIM and it is expected that Admission will take place at 8.00 a.m. on 9 July 2018. The New Placing Shares and Open Offer Shares will rank pari passu with the existing Ordinary Shares.

The Placing and Open Offer are conditional, inter alia, upon Admission becoming effective no later than 8.00 a.m. on 9 July 2018 (or such later date as Panmure Gordon may agree as the date for Admission, but in any event not later than 8.00 a.m. on 13 July 2018). The Placing and Open Offer are also conditional upon the Placing and Open Offer Agreement not being terminated in accordance with its terms prior to Admission.

Following Admission, the Company's issued share capital will comprise 37,478,077 Ordinary Shares with voting rights, with no Ordinary Shares held in treasury, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Directors' shareholdings

As stated above, B.P. Marsh Management Limited (a company wholly owned by Brian Marsh, the Executive Chairman of the Group) has agreed to the transfer of the Sale Shares to the Investor, who has also agreed to acquire the Sale Shares at the Issue Price.

Additionally, certain Directors have agreed to subscribe, conditional, inter alia, on Admission, for Open Offer Shares at the Issue Price. Further details of their subscriptions and resultant shareholdings will be announced in due course.

The capitalised terms used but not defined in this announcement have the meaning set out in Appendix III to the Placing Announcement released on 12 June 2018. This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 13 June 2018, copies of which are available on the Company's website at www.bpmarsh.co.uk.

This Announcement contains inside information for the purposes of Article 17 of the Market Abuse Regulation (EU) No 596/2014. The person responsible for arranging the release of this Announcement on behalf of the Company is Sinead O'Haire, Group Company Secretary and Chief Legal Officer.

For further information:

B.P. Marsh & Partners Plc	www.bpmarsh.co.uk
Brian Marsh OBE / Camilla Kenyon	[phone]
Nominated Adviser & Broker Panmure Gordon (UK) Limited
Atholl Tweedie / Charles Leigh-Pemberton / Sandra Björck	[phone]
Redleaf Communications
Emma Kane / Elizabeth Cowell	[phone]
Email: [e-mail]

Notes to Editors:

About B.P. Marsh & Partners Plc

B.P. Marsh's current portfolio contains sixteen 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 (Millie) was appointed to the main Board in 2011, following her appointment as Head of Investor Relations in 2009. She has dual responsibilities within the Group, running both Investor Relations and the New Business Department and is Chair of the New Business Committee evaluating new investment opportunities.

Millie is nominee director in one investee company and is a member of the Investment Committee. She has over 20 years of experience in the financial services industry, including numerous Board appointments and 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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