Disposal and Notice of General Meeting

RNS Number : 3888B

B.P. Marsh & Partners PLC

03 April 2017

 

Date:                            3 April 2017

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

For immediate release

B.P. Marsh & Partners Plc

Proposed disposal of Investment in Trireme

and

Notice of general meeting

B.P. Marsh & Partners Plc (AIM:BPM), the specialist private equity investor in early stage financial services businesses, announces the conditional disposal, to its fellow shareholder US Risk Midco, LLC ("US Risk") of its entire 29.94% shareholding (351,000 B ordinary shares, 3,400 preferred shares and 292 ordinary shares) in Trireme Insurance Group Limited ("Trireme") for cash (the "Disposal").

The Disposal is conditional, inter alia, on the approval of Shareholders at a General Meeting.

The Group will receive cash consideration of £2,959,695, which includes £51,345 of dividends, for its equity holding in Trireme, payable on completion. As at 31^st July 2016, the Company's most recent published valuation, a combined gross valuation of £2,529,000 was attributed to this investment. The proposed Disposal (excluding dividends of £51,345) represents a valuation of Trireme of £2,908,350 and would, therefore, represent an effective uplift of £379,350 (or 15%) over this valuation, and an IRR (including fees) of 15.6% since 2010, the date at which the Group originally invested in Trireme.     

As part of the terms of the Disposal, Trireme will repay in full the outstanding amount of £2,155,113 currently drawn down under its £2,419,514 loan facility with the Group plus fees and any accrued interest at completion. As such, the total proceeds receivable by the Group on completion of the Disposal will be approximately £5,188,000 before tax.

Since the date of the Group's investment, Trireme has grown from Revenue of £5,572,083 and EBITDA of £347,290 in 2010 to Revenue of £12,760,699 and EBITDA of £1,716,573 for the year ended 31^st December 2016. During this time B.P. Marsh played a key role in the acquisition and integration of the broking and underwriting businesses James Hampden International Insurance Brokers Ltd and Abraxas Insurance AG into the Trireme group and has overseen the establishment of Antarah Underwriting Ltd, the Managing General Agent, in Dubai. The Group was also instrumental in assisting Trireme with its management incentive programme and has served as a resource for senior management throughout the seven years of partnership.

In July 2016 the private equity house Kohlberg & Company LLC made an investment in US Risk Insurance Group Inc which has resulted in that business reassessing their strategy and looking to simplify their partnership arrangements with other investors and agreement has therefore been reached on the Disposal.

Camilla Kenyon and Oliver Bogue, the nominee directors currently serving on behalf of the Group on the board of Trireme will resign from the board of Trireme on completion of the Disposal.

The funds received by the Group will be targeted to both the existing portfolio, to enable those businesses to develop further, and to pursue new opportunities. The Company has seen enhanced deal flow over the past two years, reflecting increased M&A activity in the global insurance market in general and as a result of increased activity by the management team in developing the Company's network that is the source of new opportunities. This has resulted in a strong pipeline for the Company to consider and it is confident that its management team is well placed to capitalise on this.

General Meeting

Under the AIM Rules for Companies, when it is aggregated alongside all other disposals made by the Company over the 12 months prior to the date of this announcement, the Disposal is deemed to be a disposal resulting in a fundamental change of business (under AIM Rule 15) and is therefore subject to the approval of the Company's shareholders in a general meeting.

The Company will be shortly sending a circular to all Shareholders which sets out in detail the terms of the disposal and contains a notice of a general meeting of the Company to be held at 10 a.m. on 19^th April 2017 at 2^nd Floor, 36 Broadway, London SW1H 0BH, at which the consent of the Company's shareholders to the Disposal will be sought. The circular will also be available on the Company's website at www.bpmarsh.co.uk.

Whilst the Disposal is deemed, when it is aggregated alongside all other disposals made by the Company over the 12 months prior to the date of this document, to be a disposal resulting in a fundamental change of business (under AIM Rule 15), the Company will not be divested of all, or substantially all, of its trading business, activities or assets and therefore the Company will not, following the Disposal, be deemed to become an AIM Rule 15 cash shell under the AIM Rules.

For further information:

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

Brian Marsh OBE / Camilla Kenyon                                                       [phone]

Nominated Adviser & Broker

Panmure Gordon

Atholl Tweedie / Adam James / Charles Leigh-Pemberton                         [phone]

Notes to Editors:

About B.P. Marsh & Partners Plc

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

Since formation over 25 years ago, the Company has assembled a management team with considerable experience both in the financial services sector and in managing private equity investments. Many of the directors have worked with each other in previous roles, and all have worked with each other for at least five years.

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

Alice Foulk joined B.P. Marsh in September 2011 having started her career at a leading Life Assurance company. In 2014 she took over as Executive Assistant to the Chairman, running the Chairman's Office and established herself as a central part of the management team.

In February 2015 she was appointed as a Director of B.P. Marsh and a member of the Investment Committee. In January 2016 Alice was appointed Managing Director of B.P. Marsh.

In her position as Managing Director, Alice is responsible for the overall performance of the Company and monitoring the Company's overall progress towards achieving the objectives and goals of the Company, as set by the Board.

Dan Topping is the Chief Investment Officer of B. P. Marsh, having been appointed as a Director in 2011. He joined the Company in February 2007, following two years at an independent London accountancy practice. Dan is the Senior Executive with overall responsibility for the portfolio and investment strategy of B.P. Marsh.

Dan graduated from the University of Durham in 2005 and is a member of the Securities and Investment Institute and the Institute of Chartered Secretaries and Administrators.

Dan is a standing member of the B.P. Marsh Investment and Valuation Committees and currently serves as a Board Director across the portfolio.

Camilla Kenyon was appointed as Head of Investor Relations at B.P. Marsh in February 2009, having four years' prior experience with the Company. She was appointed to the main board in 2011.  Camilla is Chair of the New Business Committee evaluating new investment opportunities. She acts as a nominee director and is a standing member of the Investment Committee. She is a Member of the Investor Relations Society.

Jonathan Newman is a Chartered Management Accountant and is the Group Director of Finance and has over 17 years' experience in the financial services industry. Jon graduated from the University of Sheffield with an honours degree in Business Studies and joined the Group in November 1999, following two years at Euler Trade Indemnity and two years at a Chartered Accountants. Jon is a Member of the Chartered Global Management Accountants, the Chartered Management Accountants and the Chartered Institute of Securities and Investment.

Jon was appointed a Director of B.P. Marsh & Company Limited in September 2001, and Group Finance Director in December 2003 and was instrumental in the admission of the Group to AIM in February 2006. Jon is a member of the B.P. Marsh Investment and Valuation Committees and currently serves as a Board Director for Walsingham Motor Insurance Limited, and provides senior financial support and advice to all companies within the Group's portfolio as well as evaluating new investment opportunities.

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