Hyperion acquires Windsor Limited
Date: 1st June 2012
On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh", the "Group" or the "Company")
B.P. Marsh & Partners Plc
Hyperion acquires Windsor Limited
B.P. Marsh & Partners Plc (AIM: BPM), a niche venture capital provider to early stage financial services businesses, is pleased to announce that Hyperion Insurance Group Limited ("Hyperion") has reached agreement to acquire 100% of the equity of Windsor Limited ("Windsor"), subject to regulatory approval.
Windsor is an international Lloyd's broking group providing insurance and reinsurance broking services to businesses and private individuals. For the year ended December 2011 Windsor reported total income of £37.5m, and an EBITDA of £12m.
The acquisition will be financed through a combination of own cash and debt financing and the issue of new ordinary Hyperion shares to certain management shareholders of Windsor.
The issue of additional ordinary shares in Hyperion will result in B.P. Marsh's shareholding being diluted to 13.97%, from 16.19%, however the Company's rights and protections as a Major Shareholder will not be affected by the transaction and Jonathan Newman will remain as the Company's nominee director on the Board of Hyperion. B.P. Marsh's last published valuation of its holding in Hyperion at 31st January 2012 was £33.9m. As announced on 17th May 2012, the Group sold 2.75% of its holding in Hyperion for £4.5m, effectively leaving a net valuation of £29.4m. The Group is of the view that, following this transaction, the combined business will maintain this valuation, taking into consideration the shareholding dilution and additional financing.
As part of the financing arrangements, the current £2.84m loans made by the Group to Hyperion, due for repayment by June 2014, will at completion of the transaction be extended to be repaid within five years and three months of completion of this transaction.
Commenting on the transaction, Hyperion Chief Executive David Howden said: "Windsor is a very successful Lloyd's broking group that we have known well for many years. They have a great track record of organic growth and profitability. This growth combined with the excellent cultural and business fit and our similar corporate values, mean that we are very similar businesses on similar paths; ones that we have long hoped would meet. I am excited for the future."
Brian Marsh OBE states: "We are extremely pleased that this transaction has been agreed, and are very much looking forward to working alongside Management to utilise the many and varied opportunities that the combination of these two successful businesses will create."
The combined London broking business will be led by Windsor CEO John Bennett, reporting to Tim Coles, CEO of Howden Broking Group, and will be one of the largest independent insurance and reinsurance brokers in the London market.
Hyperion is an international insurance intermediary group with divisions in broking and underwriting. The Group has businesses across Europe, Asia Pacific, the Middle East, the USA, and Latin America, employing more than 1,000 people in 52 offices operating out of 28 countries.
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
Paul Lumbis / Fred Walsh / Charles Leigh-Pemberton +44 (0)20 7459 3600
Notes to Editors:
About B.P. Marsh
B.P. Marsh's current portfolio contains nine companies. More detailed descriptions of the portfolio can be found at www.bpmarsh.co.uk.
Over the past 20 years, 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 three 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 joined the Company in 2007. Dan was appointed director in 2011 and currently holds four non-executive board appointments through which he advises investee companies and he also 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.
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