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B.P. Marsh &Partners (BPM)

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Tuesday 28 October, 2008

B.P. Marsh &Partners

Interim Results

RNS Number : 8051G
B.P. Marsh & Partners PLC
28 October 2008
 



Date:                   28th October 2008

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 (AIM: BPM), a niche venture capital provider to early stage financial services businesses, announces its unaudited Group results for the six months ended 31 July 2008.


Chairman's Statement - A view from the Bridge


It has been suggested that shareholders, at this difficult time for some financial services companies, might like to have a better understanding of where B.P. Marsh currently stands and of what possibilities might emerge before us.


In order to try to achieve this, I have given thought to the possibilities, and come to the conclusion that a brief commentary devoted to an explanation of our present situation might be illuminating. I have decided to break this down into the following three headings:-


1. Our History


The business started on or about 1st February 1990, funded by £2.5m which I subscribed from personal resources. At that stage I owned 100% of the Company.


Over the eighteen years since that time its net assets have grown in value, by means of buying, selling and holding minority stakes in financial services companies in various parts of the world, to its current level of approximately £45m. My personal percentage ownership has fallen to about 58.5% with new partners taking a shareholding following a public flotation in February 2006.


Our current Stock Market price values the business at about £26.1m which I believe is a result of the gloomy sentiment with which market participants generally view financial services businesses at this time. At the interim period we held about £7.75m in cash which implies that the markets are currently discounting our non-cash assets by over 50%.


2. Our Present Portfolio


We currently hold 12 investments, all in different stages of development. I am not alarmed by the state of any of them, nor about the resilience of our portfolio in the face of the economic slow-down now developing around us. 


3. Our Future Options


Broadly speaking, we have three possible options:-


  • We can continue as before. We have sufficient cash reserves to do this;

 

      2.   We can endeavour gradually to convert our holdings into cash, in which event we would hopefully emerge as a cash    

            shell, holding about £45m after tax;

 

 

      3.   We can consider other ways to realise for shareholders the real value locked up in the Group and its investments.

  Your Board and I are very much alert and aware of these possible ways forward. We see merits in each. Over the months ahead we will continue to test these options and I would expect to write to you again if and when it becomes clear that one of these routes in our mind seem to be in the best interests of shareholders and staff.



Brian Marsh OBE

Chairman

28th October 2008



Financial Overview


In the six months to 31st July 2008, the Group made the following investments:


  • The Group acquired a 35% shareholding in Amberglobe Limited ('Amberglobe') for £0.07m and has provided a further £0.25m in loans to develop the business. In addition, and subject to performance, the Group has agreed to provide a further £0.38m in loans. Amberglobe is a business that acts as an agent for the sellers of SME businesses in the sub £3m price bracket, such as childcare centres, care homes, corner shops, restaurants, pubs and post offices;


  • The Group acquired a 25% shareholding in Trillium Partners Limited ('Trillium') for an initial consideration of £0.5m and has agreed to provide a further £0.75m in loans, subject to performance, to further develop the business. Trillium is an independent financial advisory firm serving the European Media and Information sector. Founded in 2004, Trillium has advised corporations, private equity firms and high net worth individuals in relation to a broad range of assignments including acquisitions, disposals, mergers and fund raisings;


  • The Group invested a further £1.06m (€1.33m) in Summa Insurance Brokerage S.L. ('Summa'), a Madrid based consolidator of regional brokerages in Spain. This was the second of three agreed tranches (the first tranche having been invested in the year to 31st January 2008), being part of an agreed total investment of €4m alongside €4m from a well-respected private Spanish investor to facilitate the next stage of Summa's expansion;


  • The Group provided £0.4m in loans to Besso Holdings Limited ('Besso') to fund business development in Australia.


During this period the Group also made the following realisation:


  • The Group exited its investment in Principal Investment Holdings following its acquisition by the Sanlam Group for an immediate cash payment of £5.8m and a preferred dividend entitlement of £0.17m. In addition the Group was anticipating further consideration of up to £1.45m, payable on the first and second anniversaries of the sale subject to the performance of the FTSE 100 index over the years to 31st December 2008 and 31st December 2009 respectively. However, due to the recent turbulence in the financial markets and the poor performance of the FTSE 100 index the Group has currently written off its expectation of receiving any further consideration from the sale.

  

Outlook


Overall, the investments within the Group's portfolio made steady progress during the period allowing for the downturn in global economies. Hyperion Insurance Group ranked 90th in the Sunday Times Deloitte Buyout Track 100 league table and secured a major inward investment from 3i, underpinning our investment valuation in that company. Elsewhere the Group's strategy for ensuring a preferred return of capital on a sale has underpinned the valuation on several investments which have experienced difficulties this year due to the global market crisis and public perception of an impending recession.


During the period we actively reviewed a number of prospective new investments. Three potential investments were brought to an advanced stage of negotiation and two of these, Amberglobe Limited and Trillium Partners Limited were completed.


At the interim period the Group held cash reserves of £7.8m and no debt which we consider the place to be during a time of market uncertainty and a lack of liquidity.


Financial Performance


At 31st July 2008, the net asset value of the Group was £45.2m (2007: £42.9m) including a provision for deferred tax. This equates to an increase in net asset value over the prior year of 5.3% (2007: 11.7%). During the six months since 31st January 2008, the net asset value of the Group fell by (0.9)% (2007: gain 5.7%).


The Directors are satisfied, given market conditions, that the Group delivered an annual compound growth rate of 14.6% (2007: 15.3%) in Group net asset value after running costs, realisations, losses, distributions and deferred tax since 1990.


Based upon the above figures, the Group's net asset value per share as at 31st July 2008 was 154.4p (2007: 146.6p).


The Group's investment portfolio movement during the year was as follows:


July 2007 Valuation

Acquisitions at cost

Disposals at cost

Valuations released to Income Statement on disposal

Adjusted July 2007 valuation

July 2008 valuation

£45.3m

£3.7m

£(2.8)m

£(3.0)m

£43.2m

£44.2m


This equates to an uplift of 2.2% over the 31st July 2007 adjusted valuation before deferred tax.


The sale of Principal for an initial £5.8m produced a profit in excess of investment costs of £3.0m. However, the Group valued this company at £6.7m at 31st January 2008 and therefore has shown a fair value adjustment on disposal of £(0.9)m in the Income Statement. Principal were a predominantly discretionary fund management business and were directly affected by the performance of the UK stock market, hence the consequential drop in value. This reduction in value had a major impact on the performance of the Group as a whole during the interim period.


The consolidated loss on ordinary activities after tax for the six months to 31st July 2008 was £(0.5)m (2007: profit £2.2m) as a result of revaluing the investment portfolio. Adjusting for unrealised losses on investment revaluations and carried interest provisions the Group delivered an underlying consolidated profit on ordinary activities before share based provisions for the six months to 31st July 2008 of £357k (2007: £268k).


Other Highlights


In March 2008, the Group welcomed 3i as an investment partner in Hyperion Insurance Group. 3i has made a £50m commitment (including follow-on funding) to Hyperion for a 29.7% shareholding which we welcome as a major step forward in Hyperion's continued growth and development. As a result of this transaction the Group's shareholding decreased from 27.89% to 21.58%, and could decrease to 19.8% subject to performance. Hyperion repaid the £2.35m loan outstanding to the Group in full.


Business Strategy


The Group typically invests amounts of up to £2.5m and only takes minority equity positions, normally acquiring between 15% and 40% of an investee company's total equity. The Group requires its investee companies to adopt certain minority shareholder protections and appoints a Director to the relevant 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.


The Group had cash reserves of £7.8m at 31st July 2008. It currently has committed to provide further funding of up to £2.6m for its existing investments, subject to performance. After taking this into consideration, the Group currently has approx. £5.2m of cash available for further investments.


Investments


As at 31st July 2008 the Group's equity interests were as follows:


Amberglobe Limited

(www.amberglobe.co.uk)

In March 2008 the Group assisted in establishing Amberglobe Limited, a business sales platform that provides valuation and negotiation services for the sale of SME businesses in the sub £3m sector.

Date of investment: March 2008

Equity stake: 35.0%

31st July 2008 valuation: £70,000


Berkeley (Insurance) Holdings Limited

(www.berkeleyinsurance.com)

In July 2002 the Group invested in Berkeley (Insurance) Holdings, a company that provides its clients with independent advice on the most suitable choice of insurance broker in specialist as well as mainstream insurance areas.

Date of investment: July 2002

Equity stake: 19.9%

31st July 2008 valuation: £nil


Besso Holdings 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. The company specialises in insurance broking for the North American wholesale market.

Date of investment: February 1995

Equity stake: 22.73%

31st July 2008 valuation: £8,893,000

 

HQB Partners Limited

(www.hqbpartners.com )

In January 2005 the Group made an investment in HQB Partners, a company which provides strategic transaction advice, proxy solicitation services, voting analysis and investor relations services.

Date of investment: January 2005

Equity stake: 27.72%

31st July 2008 valuation: £231,000


Hyperion Insurance Group Limited

(www.hyperiongrp.com)

The Group first invested in Hyperion Insurance Group in 1994. The Hyperion Insurance Group owns, amongst other things, an insurance broker specialising in directors' and officers' ('D&O') and professional indemnity ('PI') insurance. A subsidiary of Hyperion became a registered Lloyd's insurance broker. In 1998 Hyperion set up an insurance managing general agency specialising in developing D&O and PI business in Europe.

Date of investment: November 1994

Equity: 21.58%

31st July 2008 valuation: £20,938,000


JMD Specialist Insurance Services Group Limited

(www.jmd-sis.com)

In March 2007 the Group invested in JMD, a provider of leading-edge services to the insurance industry. Their unique approach to measurable cash flow and profit enhancements adds value to Lloyd's syndicates, UK and international insurers and re-insurers.

Date of investment: March 2007

Equity stake: 25.0%

31 July 2008 valuation: £600,000


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: 22.5%

31 July 2008 valuation: £2,066,000


Paterson Martin Limited

(www.patersonmartin.com)

Paterson Martin 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 modeling 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 2008 valuation: £182,000


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 2008 valuation: £6,558,000

 

Public Risk Management Limited

(www.publicriskmanagement.co.uk)

In September 2003 the Group assisted in establishing Public Risk Management, a company which specialises in the development and provision of risk management services, including processes and procedures, to the public sector.

Date of investment: September 2003

Equity stake: 44.0%

31st July 2008 valuation: £nil


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 2008 valuation: £4,135,000


Trillium Partners Limited

(www.trilliumpartners.co.uk)

In March 2008 the Group invested in Trillium, an independent financial advisory firm serving the European Media and Information sector. Founded in 2004, Trillium has advised corporations, private equity firms and high net worth individuals in relation to a broad range of assignments including acquisitions, disposals, mergers and fund raisings.

Date of investment: March 2008

Equity stake: 25.0%

31st July 2008 valuation: £500,000



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 INCOME STATEMENT

    

FOR THE PERIOD ENDED 31ST JULY 2008




Notes

Unaudited


Unaudited 


Audited 



6 months to


6 months to


Year to



31st July 2008


31st July 2007


31st January 2008



£'000

£'000


£'000

£'000


£'000

£'000

GAINS ON INVESTMENT










Realised gains on disposal of investments


-



91 



153


Fair value adjustment on disposal of investments


(914)



-



-


Impairment of investments and loans


-



-



(488)


Unrealised (losses)/gains on investment revaluation

3

(499)



2,591 



5,052





(1,413)



2,682 



4,717











INCOME










Dividends


560



491 



1,336


Income from loans and receivables


138



355 



682


Fees receivable


340



406 



715





1,038



1,252 



2,733

OPERATING INCOME



(375)



3,934



7,450











Operating expenses



(884)



(1,139)



(2,249)




 



 




OPERATING (LOSS)/PROFIT



(1,259)



2,795 



5,201











Financial income


166



91 



183


Financial expenses


(7)



(15)



(30)


Carried interest provision

6

299



50



(508)


Exchange movements


44



(11) 



180





502



115 



(175)











(LOSS)/PROFIT ON ORDINARY ACTIVITIES



(757)



2,910 



5,026

BEFORE SHARE BASED PROVISION




















Share based provision

7


(88)



(131)



(175)







 



 

(LOSS)/PROFIT ON ORDINARY 



(845)



2,779 



4,851

ACTIVITIES BEFORE TAXATION




















Income tax

5


356



(588)



(21)











(LOSS)/PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS



(489)



2,191 



4,830











Earnings Per Share

 

 

 

 

 

 

 

 

 

Basic and diluted (pence)



(0.02)



  0.07 



0.16











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










  CONSOLIDATED BALANCE SHEET


AS AT 31ST JULY 2008





Unaudited


Unaudited


Audited


Notes

31st July 2008


31st July 2007


31st January 2008



£'000

£'000


£'000

£'000


£'000

£'000

ASSETS




















NON-CURRENT ASSETS




















Office equipment, fixtures and fittings


3





3


Investments

3

44,173



45,305 



49,754


Loans and receivables


1,461



4,134 



771





45,637



49,443 



50,528











CURRENT ASSETS




















Trade and other receivables


776



1,271 



3,135


Cash and cash equivalents


7,755



1,880 



1,701





8,531



3,151 



4,836

LIABILITIES




















NON-CURRENT LIABILITIES










Carried interest provision

6

(1,259)



(1,000)



(1,558)


Deferred tax liabilities

5

(7,120)



(7,698)



(7,476)





(8,379)



(8,698)



(9,034)











CURRENT LIABILITIES




















Trade and other payables


(579)



(969)



(719)





(579)



(969)



(719)











NET ASSETS



45,210



42,927



45,611





















CAPITAL AND RESERVES - 










EQUITY




















Called up share capital



2,929



2,929 



2,929

Shares to be issued



485



353 



397

Share premium account



9,370



9,370 



9,370

Fair value reserve



18,638



20,216 



22,392

Reverse acquisition reserve



393



393 



393

Retained earnings



13,395



9,666 



10,130











SHAREHOLDERS' FUNDS - EQUITY



45,210



42,927 



45,611



  CONSOLIDATED CASH FLOW STATEMENT


FOR THE PERIOD ENDED 31ST JULY 2008





Unaudited


Unaudited



31st July 2008


31st July 2007



£'000


£'000






Cash from / (used by) operating activities





Interest received on loans to investees


138


355 

Dividends received


560


491 

Fees received from investment activity


340


406 

Operating expenses


(884)


(1,139)

Decrease / (increase) in receivables


19


(214)

Decrease in payables


(140)


(240)

Depreciation


1


1

Net cash from / (used by) operating activities


34


(340)






Net cash from / (used by) investing activities





Purchase of property, plant and equipment


(1)


  - 

Purchase of investments


(1,629)


(3,929)

Proceeds from investments


5,797


91 

Net cash from / (used by) investing activities


4,167


(3,838)






Net cash from / (used by) financing activities




(Payments) / repayments of loans to / (from) investee companies


1,650


(995)

Financial income


166


91 

Financial expenses


(7)


(15)

Net cash from / (used by) financing activities


1,809


(919)






Change in cash and cash equivalents


6,010


(5,097)

Cash and cash equivalents at beginning of the period


1,701


6,989 

Exchange gain / (loss)


44


(12)






Cash and cash equivalents at end of period


7,755


1,880 




STATEMENT OF CHANGES IN EQUITY


FOR THE PERIOD ENDED 31ST JULY 2008





Unaudited

Unaudited

Audited



6 months to

6 months to

12 months to



31st July 2008

31st July 2007

31st January 2008



£'000

£'000

£'000






Opening total equity


45,611

40,605 

40,606

Total recognised income and expense for period


(489)

2,191 

4,830

Shares to be issued (share based payments)


88

131 

175

Total Equity


45,210

42,927 

45,611



  NOTES TO THE ACCOUNTS


FOR THE PERIOD ENDED 31ST JULY 2008



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'), International Financial Reporting Committee ('IFRIC') interpretations and the Companies Act 1985 applicable to Companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluations of 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.

 

The financial information contained in this interim statement has not been audited or reviewed by the Group's Auditors and does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. They have been prepared using accounting policies applicable to the year ended 31 January 2008. Those accounts, upon which the Group's Auditors issued an unqualified opinion, have been filed with the Registrar of Companies.


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 except as noted in the 'reverse acquisition accounting' noted below. 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 balance sheet 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 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 issued equity settled share-based awards to certain employees and advisors. A fair value for the equity settled share awards is measured at the date of grant. The Group measured the fair value using the valuation technique most appropriate to value each class of award, either the Black-Scholes or a Trinomial valuation method.

 

The fair value of each 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 equity.


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 British Venture Capital Association (BVCA). 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;

d)  or by reference to expected future cashflow 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 income statement for the year. In the balance sheet 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 income statement.

 

Income from investments


Income from investments comprises:

 

a)  gross interest from loans, which is taken to the income on an accruals basis;

 

b)  dividends from equity investments are recognised in the income statement 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 an executive in the event of a particular investment being sold and is calculated on the fair value of that investment at the balance sheet date.

    

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 income statement 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 balance sheet date.

 

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 balance sheet 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 balance sheet date 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 income statement, 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 company to pay bonuses to employees and as such no provision has been made in the operating expenses within the income statement for the period to 31st July 2008 (as per the interims to 31st July 2007). However, the income statement to 31st January 2008 does include such provision where discretionary awards were made for the year-end.



2.    SEGMENTAL REPORTING

 

PRIMARY REPORTING SEGMENT - GEOGRAPHIC SEGMENTS

 

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.



Geographic segment 1: 

UK & Channel Islands

Geographic segment 2:

Non-UK & Channel Islands 

Group


Unaudited

Audited

Unaudited

Audited

Unaudited

Audited


6 months to 31st July 

12 months to 31st January 

6 months to 31st July

12 months to 31st January

6 months to 31st July

12 months to 31st January


2008

2008

2008

2008

2008

2008


£'000

£'000

£'000

£'000

£'000

£'000








Operating income

(481)

6,906

106

544

(375)

7,450

Operating expenses

(710)

(2,085)

(174)

(164)

(884)

(2,249)

Segment operating (loss) / profit

(1,191)

4,821

(68)

380

(1,259)

5,201








Financial income

133

170

33

13

166

183

Financial expenses

(6)

(28)

(1)

(2)

(7)

(30)

Carried interest provision

299

(508)

-

-

299

(508)

Exchange movements

2

16

42

164

44

180

Share based provisions

(71)

(162)

(17)

(13)

(88)

(175)

(Loss) / profit before tax

(834)

4,309

(11)

542

(845)

4,851

Income tax

353

142

3

(163)

356

(21)

(Loss) / profit for the year 

(481)

4,451

(8)

379

(489)

4,830


  


Geographic segment 1: 

UK & Channel Islands

Geographic segment 2:

Non-UK & Channel Islands 

Group


Unaudited

Audited

Unaudited

Audited

Unaudited

Audited


31st July 

31st January 

31st July 

31st January 

31st July 

31st January 


2008

2008

2008

2008

2008

2008


£'000

£'000

£'000

£'000

£'000

£'000

Non-current assets







Office equipment, fixtures and fittings

3

3

-

-

3

3

Investments

40,038

46,662

4,135

3,092

44,173

49,754

Loans and receivables

730

80

731

691

1,461

771


40,771

46,745

4,866

3,783

45,637

50,528

Current assets







Trade and other receivables

684

3,127

92

8

776

3,135

Cash and cash equivalents

7,755

1,701

-

-

7,755

1,701


8,439

4,828

92

8

8,531

4,836








Total assets

49,210

51,573

4,958

3,791

54,168

55,364

Non-current liabilities







Carried interest provision

(1,259)

(1,558)

-

-

(1,259)

(1,558)

Deferred tax liabilities

(7,124)

(7,405)

4

(71)

(7,120)

(7,476)


(8,383)

(8,963)

4

(71)

(8,379)

(9,034)

Current liabilities







Trade and other payables

(579)

(719)

-

-

(579)

(719)

Total liabilities

(8,962)

(9,682)

4

(71)

(8,958)

(9,753)








Net assets

40,248

41,891

4,962

3,720

45,210

45,611


 

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

 

The interim consolidated accounts for the six months ended 31st July 2007 did not require separate segmental reporting disclosures because the Non-UK and Channel Islands segment was not material to the Group overall. As such no comparative for this period has been included in the reported figures above.

    


3.    NON-CURRENT ASSET INVESTMENTS


Group Investments


Unaudited


Unaudited


Audited



31st July 2008


31st July 2007


31st January 2008



£'000


£'000


£'000








At valuation







At 1st February


49,754


38,834


38,834

Additions


1,629


3,930


6,011

Disposals


(6,711)


(50)


(50)

Provisions


-


-


(93)

Movement in valuation


(499)


2,591


5,052








At period end


44,173


45,305


49,754








At cost







At 1st February


18,328


12,460


12,460

Additions


1,629


3,930


6,011

Disposals


(2,801)


(50)


(50)

Provisions


-


-


(93)








At period end


17,156


16,340


18,328








 

The investee companies, which are registered in England except Summa Insurance Brokerage S.L. (Spain), Preferred Asset Management Ltd (Jersey) and New Horizons Ltd (Isle of Man), 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
35.00
Start-up
-
-
Business sales platform
 
 
 
 
 
 
Berkeley Insurance
   (Holdings) Limited
19.90
31.10.06
80,000
24,000
Insurance holding company
 
 
 
 
 
 
 
 
Besso Holdings Limited
22.73
31.12.07
8,977,109
130,998
Investment holding
 
 
 
 
 
 
company
 
 
 
 
 
 
 
 
HQB Partners Limited
27.72
31.12.07
260,431
(11,303)
Investor relations consultants
 
 
 
 
 
 
 
Hyperion Insurance
   Group Limited
21.58
30.09.07
17,272,000
2,371,000
Insurance holding company
 
 
 
 
 
 
JMD Specialist Insurance   Services Ltd
25.00
31.10.07
479,426
72,049
Insurance collection services company
 
 
 
 
 
 
LEBC Holdings Ltd
22.50
31.05.07
1,012,450
500,364
Independent financial advisor company
 
 
 
 
 
 
Paterson Martin Limited
22.50
31.12.07
75,169
(385,505)
Actuarial insurance/ reinsurance consultants
 
 
 
 
 
 
Portfolio Design Group   International Limited
20.00
31.12.07
7,136,710
4,351,673
Fund managers of traded endowment policies
 
 
 
 
 
 
Morex Commercial Ltd
20.00
31.07.07
120,600
614,463
Trading in secondary life policies
 
 
 
 
 
 
Preferred Asset
  Management Ltd
20.00
30.09.07
161,396
(84,340)
Fund management company
 
 
 
 
 
 
New Horizons Ltd
   (formerly Surrenda-Link
   Nominees Ltd)
20.00
31.12.04
654
Nil
Investment holding company
 
 
 
 
 
 
 
Public Risk Management
   Limited
44.00
31.12.06
(277,057)
3,943
Public sector risk management consultants
 
 
 
 
 
 
 
 
Summa Insurance Brokerage, S.L.
48.63
31.12.06
1,070,657
(91,157)
Consolidator of regional insurance brokers
 
 
 
 
 
 
 
 
Trillium Partners Limited
25.00
30.09.07
9,777
343,125
Independent corporate advisory company
 
 
 
 
 
 
 

The aggregate capital and reserves and profit for the year shown above is extracted from the relevant GAAP accounts of the investee companies.    

 

Under FRS 25 the Paterson Martin Limited accounts have included the company's 22.5% interest as a long-term creditor. As this is in reality an equity investment the aggregate capital and reserves shown have therefore been adjusted to include this as equity and therefore part of the total shareholders' funds.

 

Under FRS 25 the HQB Consulting Limited accounts have included the company's 28% interest as a long-term creditor. As this is in reality an equity investment the aggregate capital and reserves shown have therefore been adjusted to include this as equity and the profit has been adjusted by the dividend paid out.

    

Under FRS 25 the Hyperion Insurance Group Limited accounts have included their Preferred Ordinary Shares as a long-term creditor. As this is in reality equity the aggregate capital and reserves shown have therefore been increased by £4,125,000 to include this as equity and the profit has been increased by £246,000, which relates to the dividend paid out.

 

LEBC Holdings Limited do not prepare consolidated accounts. The figures shown include the aggregate capital and reserves of that company (£106,005) and 90% of its subsidiary company's (LEBC Group Limited) aggregate capital and reserves (£1,007,161) and profit for the year (£555,960) as an estimate of the consolidated position.

 

In November 2007 the Group acquired a 20% equity holding in London Endowments Limited. No statutory financial information is available at this time.



4.      LOAN AND EQUITY COMMITMENTS

 

On 7th February 2005 the Group entered into an agreement to provide a loan facility of £140,000 to HQB Partners Limited, an associated company. As at 31st July 2008 £80,000 of this facility had been drawn down.

 

On 21st March 2007 the Group entered into an agreement to provide a loan facility of £250,000 to JMD Specialist Insurance Services Ltd, an associated company. At 31st July 2008 none of this facility had been drawn down.

 

On 29th June 2007 the Group entered into an agreement to provide additional equity funding of €3,963,462 to Summa Insurance Brokerage S.L., an associated company, payable in three equal tranches of €1,321,154. At 31st July 2008 two of these tranches totaling €2,642,308 (£2,045,831) had been paid, with a final tranche of €1,321,154 (£1,040,688) payable on a future date to be agreed. This investment increased the Group's shareholding from 35% to 48.625%.

 

On 10th March 2008 the Group entered into an agreement to provide a loan facility of £630,000 to Amberglobe Limited, an associated company. As at 31st July 2008 £250,000 of this facility had been drawn down.

 

On 19th March 2008 the Group entered into an agreement to provide a loan facility of £750,000 to Trillium Partners Limited, an associated company. As at 31st July 2008 none of this facility had been drawn down.



5.      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 Balance Sheet, £7.1m (2007: £7.7m) of tax on capital gains would become payable by the Group at the current corporation tax rate of 28%.  

 

The Group has entered into long-term incentive arrangements with certain employees. Provided the employees remain in employment with the Group as at 1st November 2010 the Group has agreed to pay bonuses totaling £250,000 together with the Employers' National Insurance due thereon. £50,000 of this is currently funded through an Employee Benefit Trust.



6.    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, the redemption of all preference shares, loan stock and equivalent finance provided by the Group, on the sale of certain agreed investments of the Group and its subsidiaries.

 

No amounts were paid under this contract during the year (2007: £nil).

  

7.     SHARE BASED PAYMENT ARRANGEMENTS


During the year ended 31 January 2007, B.P. Marsh & Partners Plc entered into a share-based payment arrangement with certain employees and advisors. The details of the arrangements are described in the following table:


    

The Company admitted its shares for trading on AIM on 2nd February 2006 and consequently, at the date of valuation of the options, little historical price data existed. As a consequence the volatilities of quoted companies that the directors considered to be the most comparable to the Group were used to determine the Group's expected volatility over the life of the options.

 

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


No options were exercised during the period. 

  

Nature of the arrangement
Share options granted to advisors
Share options granted to advisors
Share appreciation rights
Date of grant
2 February 2006
9 February 2006
19 April 2006
Number or instruments granted
 
17,857
 
17,857
 
4,392,921
Exercise price (pence)
140.00
140.00
140.00
Share price at grant (pence)
 
150.50
 
150.50
 
150.50
Vesting period (years)
5
5
Units vest 10 days after results to 31/01/09 reported, i.e. approx 3 years
Vesting conditions
None
None
50% vest if IRR over exercise price exceeds 5% and 100% vest if IRR exceeds 8% after 3 years. Between 5% and 8% it is pro-rata.
Option Life (years)
5
5
3.34
Expected volatility
15%
15%
15%
Risk free rate
4.2%
4.15%
4.52%
Expected dividends expressed as a dividend yield
0%
 
 
0%
 
 
0%
 
 
Settlement
Shares
Shares
Shares
% expected to vest (based upon leavers)
100%
100%
60%
Number expected to vest
17,857
17,857
2,635,752
Fair value per granted instrument (pence)
 
41.90
 
41.20
 
23.50
Charge for period ending 31 July 2008 (£)
£nil
£nil
£87,541
Valuation model
Black-Scholes
Black-Scholes
Trinomial
Analyst Briefing


An analyst briefing given by Brian Marsh OBE, Executive Chairman, Francis de Zulueta, Director of New Business Development and Jonathan Newman, Finance Director, will be held at 09:30 am on Tuesday 28th October 2008 at Redleaf Communications Ltd, 9-13 St Andrew StreetLondon EC4A 3AF.



For further information:


P. Marsh & Partners Plc
Brian Marsh OBE
+44 (0)20 7730 2626
 
Nominated Adviser
Ambrian Partners Limited
David Nabarro/Marc Cramsie 
+44(0) 20 7634 4705
 
Redleaf Communications (PR to BP Marsh)
Emma Kane/Tom Newman
+44 (0)20 7822 0200


-ends-



Notes to Editors:


About B.P. Marsh & Partners Plc


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


Over the past 18 years, the Group 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.


Brian Marsh is the Group's Chairman and a major shareholder. Prior to Brian's involvement in the Group, 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.


Francis de Zulueta is the Group's Development Director. With a wide-ranging knowledge of the financial services market, he seeks out, researches and evaluates potential new investments for B.P. Marsh. Following a 23-year broking career with Willis Faber and Aon, among others, he took an active interest in the mergers, acquisitions and venture capital business of Marsh McLennan.


Jonathan Newman is the Group Director of Finance and has over 10 years' experience in the financial services industry. Jonathan advises investee companies through several non-executive board appointments and evaluates new investment opportunities.


Robert King is a Director and Group Company Secretary. He joined B.P. Marsh in May 2003 having started his career at PricewaterhouseCoopers. Since joining the Group he has taken on responsibility for the legal, compliance and secretarial functions and played a key role in the flotation of the Company.



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