Final Results

RNS Number : 3609A
B.P. Marsh & Partners PLC
07 June 2016
 

Date:                            7 June 2016

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")

 

Full Year Results

 

Final Results for the Year to 31 January 2016

 

B.P. Marsh & Partners PLC, the niche venture capital provider to early stage Financial Services businesses, announces its audited Group final results for the year to 31 January 2016.

The highlights of the results are:

·   Increase in the Equity Value of the Portfolio of 23.8% over the year

·   Net Asset Value of £70.8m (31 January 2015: £63.0m), a 12.4% increase, net of Dividend

·   Net Asset Value increase to 243p per share (31 January 2015: 216p)

·   Total return to Shareholders in the year of 13.7% (2015: 8.2%)

·   Consolidated profit after tax of £8.7m (31 January 2015: £4.9m), a 76% increase

·   Average Net Asset Value annual compound growth rate of 11.4% since 1990

·   Final Dividend of 3.42p per share declared (31 January 2015: 2.75p), a 24.4% increase

·   Cash and treasury funds balance of £5.3m, with additional cash of £7.3m expected in July

·   New investment in South Africa

·   Additional investment in Nexus

·   Post year-end investment in Asia

 

"We have concluded a year in which our Company has developed considerable confidence. The portfolio businesses are performing well as we support them in their development, we have interesting new investment opportunities in the pipeline and a healthy supply of cash." Brian Marsh OBE, Chairman

 

Chairman's Statement

 

I am pleased to present the audited Consolidated Financial Statements of B.P. Marsh & Partners Plc for the year ended 31 January 2016.

 

In February we celebrated the tenth anniversary of our Admission to AIM, which gave us pause to reflect on our progress over those ten years.

 

During the past decade the Group has endured the global financial crisis and emerged from those difficult times with a renewed intent to grow our portfolio, to deliver positive returns to our shareholders and position the business for the years to come.

 

I believe we have been making good progress and I am gratified, therefore, to report a strong set of results for the year to 31 January 2016.

 

At the current time, we have a portfolio of 13 investments. Amongst them are some very strong performers and some interesting growth opportunities and this is demonstrated by the increase in value of the equity portfolio of 23.8% in the year to January 2016. The inflow of interesting new proposals and opportunities to grow our portfolio businesses is currently very strong and we have taken steps in recent months to dispose of some non-core holdings in order to redeploy the capital more effectively. In addition, we expect to receive further cash from realisations of £7.3m in July, so we are well-placed to act on these opportunities.

In the past three years we have expanded geographically and now hold investments across four continents, in Australia, South Africa, Europe and Asia. Our overseas investing strategy is focused on those areas where we see opportunity for businesses to grow in partnership with a London-based investor, coupled with a suitably developed regulatory and compliance environment. We give careful thought, of course, to our resource and ability to properly manage overseas investments, to ensure that we are able to devote sufficient time and energy to enabling them to grow, given that as much as 75% of the underlying revenues of our portfolio companies emanate from overseas.

 

We have maintained our record in increasing NAV and the average annual compound growth rate since 1990 is 11.4%.

 

Our management team have, in the main, been with us throughout the decade and between them have developed considerable experience in our industry.

 

Four years ago we began taking steps to reduce the discount to NAV by beginning to offer a dividend, by instituting modest share buy-backs and by ensuring our story is heard more widely to attract new investors. It is pleasing to note that we have rewarded our loyal shareholders with a total shareholder return of 13.7% in the year, in comparison with 8.2% in the previous year.

 

Following discussions with the Board and our advisors and in recognition of the Company's recent growth and development I have begun a programme of gifting shares to the Marsh Christian Trust, the grant-making charity, in order that the Trust has these shares available for sale, which should increase liquidity in the Company's shares.

 

Business Update

 

Summary of Developments in the Portfolio

 

During the financial year ended 31 January 2016 and in the ensuing months to date, the following developments have taken place within the Group and its portfolio:-

 

New Investments

 

The Group made two further investments in the South African group of businesses that it is building in partnership with Bastion Reinsurance Brokerage (PTY) Ltd ("Bastion").

 

Bulwark Investment Holdings (PTY) Ltd ("Bulwark")

 

On 27 May 2015 the Group announced that it had subscribed for a 35% Cumulative Preferred Ordinary shareholding in Bulwark.

 

The new venture is the holding company for various Managing General Agents ("MGAs") in South Africa. It sits alongside the Group's existing South African partners within Bastion.

 

Funded via a £0.6m loan facility from the Company, Bulwark has drawn down upon £0.59m to support the establishment of a number of MGAs, which we expect to gain traction within their respective specialist markets over the year ahead.

 

PLUM

 

On 1 July 2015 the Group announced that it had acquired a 20% shareholding in Property And Liability Underwriting Managers (PTY) Ltd ("PLUM"), an MGA based in Johannesburg, South Africa.

 

The Group acquired this stake in PLUM from existing shareholders for an initial consideration of £0.3m. The total consideration could increase to £0.6m subject to PLUM achieving EBITDA of ZAR 8,300,000 (c. £0.43m) over the first year of the Group's investment. This would be achievable if PLUM hits its budget over the same period:-

 

Gross Written Premium income:            ZAR 150,000,000 (c. £7.9m)

Commission income:                              ZAR 15,000,000 (c. £0.79m)

 

PLUM specialises in large corporate property insurance risks in South Africa. The underwriting team with PLUM has over 40 years' experience in the insurance sector in South Africa, with the lead underwriter having held senior positions in the reinsurance and insurance sector there over a 20-year period. 

 

PLUM is supported by both domestic South African insurance capacity and A-rated international reinsurance capacity.

 

Portfolio Developments

 

United Kingdom

 

Nexus Underwriting Management Limited ("Nexus")

 

During the year the Group completed two further subscriptions in Nexus.

 

Nexus is one of the largest independent specialty MGAs in the London Market with a forecast Premium Income in excess of £110m for 2016. It operates across the major insurance sectors, including Financial Lines, Trade Credit & Political Risk, Accident & Health, Surety and Life and various other niche areas of insurance. The Group acquired an initial shareholding in Nexus of 5% in August 2014, with the intention to increase its shareholding over time.

 

On 17 June 2015 the Group made a further investment in Nexus for a total consideration of £1,554,000, subscribing for new Preferred Ordinary shares representing 5% of the enlarged share capital of Nexus, and taking its shareholding to 9.8% for an aggregate consideration of £3,108,000. This financing was provided to enable Nexus to acquire EBA Insurance Ltd ("EBA") in August 2015.  EBA, founded in 1999, is an MGA with offices in the UK, France and Italy offering clients a wide range of insurance products.

 

In December 2015 the Group subscribed for a further investment of 111,850 new Preferred Ordinary shares for a total consideration of £1,470,000, with this further investment taking B.P. Marsh's shareholding in Nexus to 13.7%, for an aggregate consideration of £4,570,000.

 

This enabled Nexus to acquire Millstream Underwriting Ltd ("Millstream") in December 2015. Millstream is a London Market based MGA that specialises in the underwriting and management of travel, personal accident and sickness insurance programs, primarily in the corporate sector and is the preferred travel insurance provider for Hiscox and Wesleyan Assurance.

 

The Group's strategy is to continue to increase its shareholding in Nexus over time to support its growth ambitions.

 

Besso Insurance Group Limited ("Besso")

 

On 17 December 2015 Besso completed a refinancing deal with Clydesdale Bank to support its continued growth. Since 2011, when Besso reported revenue of £22m, it has grown to a 2016 forecast of £37m revenue and over £6m of underlying EBITDA.

 

The additional funding will assist Besso in continuing its growth trajectory and building on its recent expansion into new regions. In addition, a proportion of the funding was used to repay longstanding Loan Notes provided in 2011 by Besso Management and Besso shareholders (including the Company) to buy out certain shareholders at the time, in particular Wells Fargo.

 

 

Hyperion Insurance Group Limited ("Hyperion")

 

In July 2016 the Group is expecting to realise its remaining 1.6% stake in Hyperion for £7.3m cash.

 

LEBC Holdings Limited ("LEBC")

 

LEBC, the Independent Financial Advisory company, with 15 branches across the United Kingdom, reported year-end results to 30 September 2015 that saw operating profit increase by 66% over the previous year to £1.8m. Turnover increased in the period by 22% to £15m from £12.3m. 

 

This growth was driven by a significant increase in activity resulting from the introduction of pension freedoms, as well as auto-enrolment and defined benefit consultancy work and LEBC expects this momentum to be maintained during 2016.

 

LEBC is looking to develop a robo-advice proposition (combining technology with human involvement), which will involve building a technology system to work alongside advisers. The first step in this process was announced in May 2016, being a joint venture with Belfast-based advice firm Kerr Henderson, in which the two firms have developed software to make it easier for advisers to use technology to complete fact-finding and report writing for clients.

 

Europe

 

For the year ended 31 December 2015 Summa Insurance Brokerage, S. L. ("Summa") performed in line with expectation, reporting revenue of €5.3m and EBITDA of €1.19m. During 2015 Summa successfully refinanced a number of its banking arrangements with Spanish Banking Institutions, which resulted in Summa reducing its indebtedness to the Group by €0.5m.    

 

The Spanish economy's GDP grew by 3.3% in 2015, with 2016's growth forecast to be c. 2.8%, making Spain one of the fastest-growing countries in the Eurozone, growing twice as fast as the Eurozone average in 2015. 

 

In the first quarter of 2016 the Spanish economy grew by 0.8%, which was in keeping with the last quarter of 2015 and above the expected 0.7% increase. Although current political uncertainty raises questions about the stability of the Spanish economy's recovery, the better than expected performance is more promising and is Spain's eleventh consecutive period of growth.    

 

In regard to the Spanish Insurance sector, the first quarter of 2016 saw the Non-Life insurance sector grow by c. 4.4% over that of the same period in 2015, with this growth mainly coming from Motor, Health and SME insurance. 

 

Australia

 

The Group's two investments in Australia, Sterling Insurance Holdings (PTY) Limited and MB Prestige Holdings (PTY) Limited, continue to perform in line with or above the Group's expectations at the current time.

 

This is notwithstanding the fact that competition remains strong in the Australian market with recent market entrants looking to establish themselves whilst the larger players continue to focus on both driving operational efficiencies and growth, against a backdrop of rate reductions in the liability sector.  

 

Nevertheless the Group's investments in Australia benefit from it being a safe and secure domicile in which to transact business with a transparent tax and legal system.

 

 

South Africa

 

Bastion Reinsurance Brokerage (PTY) Limited ("Bastion")

 

The Group's broking investment (Bastion) is also developing well and is assisting in the placement of underwriting agreements on behalf of underwriting agencies. The Board sees these operations as natural adjuncts that should drive solid investment returns.

 

2016 is expected to be a positive year for Bastion and Bulwark from both an increasing revenue and profitability standpoint.

 

Post Year End Investments and Disposals

 

Investment in Asia Reinsurance Brokers

 

On 21 April 2016 the Group acquired a 20% shareholding in Asia Reinsurance Brokers Pte Limited ("ARB"), the Singapore-headquartered independent specialist reinsurance and insurance risk solutions provider, for a total consideration of SGD $2,398,424.

 

The Group may increase its shareholding in ARB to 25% for an additional cash consideration of up to SGD $500,000. The consideration paid by the Group will be dependent on the performance of ARB in its financial year ending 31 December 2017.

 

ARB was established in 2008, following a management buy-out of the business from AJ Gallagher, led by the CEO, Richard Austen. ARB specialises in the provision of long-term reinsurance and insurance solutions to a wide range of insurance and reinsurance companies throughout Asia and has offices across the region, including in Malaysia, the Philippines and Indonesia.

 

The Group considered this an exciting opportunity to invest in a well-established and profitable business with an experienced and respected management team and strong growth potential. The investment will be used to build on ARB's position in the Asian market and to assist them with their growth ambitions.

 

Disposals

 

The Broucour Group

 

On 22 April 2016 the Group sold its 49% stake in The Broucour Group Limited ("Broucour") to the Founder and Managing Director Mr. Rupert Cattell for consideration of up to £341,000, which equates to the Company's most recent published valuation. The outstanding loan (£330,000) will likewise be repaid in full. 

 

Randall & Quilter

 

On 4 May 2016 the Group sold its 1.32% stake in Randall & Quilter Investment Holdings Ltd ("R&Q") to Brian Marsh Enterprises Limited for consideration of £1,020,000, resulting in a realised gain for the Company of £247,000, a 25% increase to the year-end valuation of £773,000. The Board took the view that the realised funds would be better utilised in an opportunity to which the Group could add value. Brian Marsh Enterprises Limited is owned by Brian Marsh, Chairman and majority shareholder of the Company.

 

Share Buybacks

 

As part of the Group's efforts to reduce the Share Price discount to Net Asset Value, during the financial year the Group undertook a number of low volume daily share buybacks, taking advantage of the window of opportunity when the Group's Share Price represented a significant discount to Net Asset Value. During the year the Group acquired 38,612 shares for a total cash consideration of £56,580. The Board believes that these buybacks, whilst low-volume, are a useful stabilising mechanism and proved to be so particularly during the recent period of market volatility.

 

Dividend

 

The Group is pleased to announce that the Board has recommended a final dividend of 3.42p per share for the year ended 31 January 2016, subject to Shareholder approval at the Company's next Annual General Meeting. If approved the recommended dividend will be payable on 29 July 2016 to all the shareholders on the register of members at the close of business on the record date of 1 July 2016.

 

It remains the Board's aspiration to maintain at least this level of dividend for the current year ending 31 January 2017, subject to ongoing review and approval by the Board and the Shareholders.

 

Investment Strategy and new opportunities

 

The Group typically invests amounts of up to £3.5m and takes minority equity positions, normally acquiring between 15% and 45% of an investee company's total equity. Based on our current portfolio, the average investment has been held for approximately six years. The Group requires its investee companies to adopt certain minority shareholder protections and appoint a director to its board.

 

The Group's network of well-respected contacts ensure access to a wide variety of new investment opportunities and enable discussions on these to be initiated at an early stage. Value creation is driven by partnering with ambitious, highly-skilled entrepreneurs seeking a long-term partnership that will provide them not only with growth capital but also access to a team that brings a substantial knowledge base in mergers, acquisitions, business sales, business growth and transformation, as well as the financial and legal aspects inherent in growing a business.

 

During the year the Group saw an increased flow of new business opportunities that fall within its heartland of interest and this increase is continuing to date. In addition, the pipeline includes opportunities for bolt-ons to existing portfolio companies and several referrals have been made.

 

The Group received 71 relevant new investment proposals during the year (59 in previous year), of which 66% proceeded to NDA stage and 28% warranted continued detailed investigation.

 

Of the proposals 34% fell within the insurance sector, the area of the Group's specialism. The opportunities have ranged from start-ups to investments in established businesses. These have included brokers and MGAs, as well as other intermediary businesses such as claims administrators. The Group has also looked at IFA and advisory businesses, as well as marketplace lending platforms and Software-as-a-service enquiries.

 

At year end the Group had £5.3m in cash and treasury funds, of which £3.6m is currently available for new investment opportunities after commitments. In July 2016 the Group is expecting a return of £7.3m cash from a realisation.

 

Financial Performance

 

At 31 January 2016 the net asset value of the Group was £70.8m, or 243p per share (2015: £63.0m, or 216p per share) including a provision for deferred tax. This equates to an increase in net asset value of 12.4% (2015: 6.9%) for the year.

 

The Group continued to maintain a £0.8m (or 2.75p per share) dividend payment during the year, as announced previously (2015: £0.8m or 2.75p per share).  Total shareholder return for the year was therefore 13.7% (2015: 8.2%) including the dividend payment and the net asset value increase.

 

 

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

 

31 January 2015 valuation

Acquisitions at cost

Disposal proceeds

Impairment provisions

Adjusted 31 January 2015 valuation

31 January

2016 valuation

£38.6m

£5.2m

£(0.1)m

£nil

£43.7m

£54.1m

 

Including a £7.3m holding in Hyperion Insurance Group Limited ("Hyperion") which is capped, this equates to an increase in the portfolio valuation of 23.8% (2015: increase of 15.5%).  Excluding the holding in Hyperion, the remaining portfolio increased by 28.2% over the year (2015: 19.5% increase).

 

The net asset value of £70.8m at 31 January 2016 represented a total increase in net asset value of £58.2m since the Group was originally formed in 1990 having adjusted for the £10.1m net proceeds raised on AIM and the original capital investment of £2.5m. The directors note that the Group has delivered an annual compound growth rate of 11.4% in Group net asset value after running costs, realisations, losses, distributions and deferred tax since 1990.

 

The consolidated profit on ordinary activities after taxation increased by 76.3% to £8.7m (2015: profit of £4.9m).  The consolidated profit on ordinary activities before taxation was £10.7m (2015: profit of £5.9m), of which £10.3m was derived from unrealised gains on revaluing the equity investment portfolio in line with current market conditions, an increase of 102.0% on the previous year (2015: net unrealised gains of £5.1m).  The Group's strategy is to cover expenses from the portfolio yield, and on an underlying basis (excluding equity and treasury portfolio movement) this was achieved with a pre-tax profit of £0.4m for the year (2015: £0.4m).

 

The Group invested £6.9m in new investments and follow-on financing to its existing portfolio during the year.  Repayment of loans by the portfolio amounted to £4.6m in the year (2015 £1.2m).  Cash funds (including treasury funds) at 31 January 2016 were £5.3m.

 

Income from investments remained consistent with 2015 at £2.8m for the year (2015: £2.8m).  Dividend income increased by 48% over the year due to the strengthening performance of the portfolio companies, whilst income from loans fell by 10%, which was largely the result of the portfolio repaying debt in accordance with agreed repayment schedules.  Fees were 6% lower mainly due to one-off fees received in 2015 which were not repeated in 2016.

 

The Group continues to invest in new and existing opportunities. Operating expenses, including costs of making new investments, were 9% higher during the year at £2.4m (2015: £2.2m) in line with the increase in value of the portfolio.

 

Due to challenging market conditions, the Group's treasury funds decreased by 0.4% over the year (net of fund management charges). Although this was disappointing, it compared favourably with the FTSE 100, which decreased by 9.9% over the same period.

 

Internal Appointments

 

The Board was pleased to promote Alice Foulk to Managing Director and Dan Topping to Chief Investment Officer in January 2016. These changes seek to formalise developments in their roles within the Company.

 

Alice 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.

 

Dan joined B.P. Marsh in February 2007, having started his career at a specialist London accountancy practice. In 2011 he was appointed a Director of B.P. Marsh and is the Senior Executive with overall responsibility for the portfolio and investment strategy for B.P. Marsh, working alongside the Board and the Investment Directors to structure, develop, support and monitor the portfolio.

 

Outlook

 

Despite the economic and political uncertainty caused by the forthcoming EU Referendum and the prospect of volatile markets ahead, we believe we are well-placed to meet these challenges. The portfolio businesses are performing well as we support them in their development, we have interesting new investment opportunities in the pipeline and a healthy supply of cash. The Board, therefore, looks forward to the year ahead with confidence.

 

 

 

Brian Marsh OBE

7 June 2016

 

 

Investments

 

As at 31 January 2016 the Group's equity interests were as follows:

 

Bastion Reinsurance Brokerage (PTY) Limited

(www.bastionre.co.za)

In December 2014 the Group invested in Bastion Reinsurance Brokerage (PTY) Limited ("Bastion"), a start-up Reinsurance Broker based in South Africa. Established in May 2013 by its CEO and Chairman, Bastion specialises in the provision of reinsurance solutions over a number of complex issues, engaged by various insurance companies and managing general agents.

Date of investment: December 2014

Equity stake: 35%

31 January 2016 valuation: £100,000

 

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: 44.97%*

31 January 2016 valuation: £19,720,000*

 

* This includes 7.03% that is being held by the Group on behalf of Besso.  Besso can invoke a share purchase transaction to buy back and cancel the shares and these are therefore stated at cost within the valuation.

 

Bulwark Investment Holdings (PTY) Limited

In April 2015 the Group, alongside its existing South African Partners, established a new venture, Bulwark Investment Holdings (PTY) Limited ("Bulwark"), a South African based holding company which establishes Managing General Agents in South Africa. To date Bulwark has established two new Managing General Agents: Preferred Liability Underwriting Managers (PTY) Limited and Mid-Market Risk Acceptances (PTY) Limited.

Date of investment: April 2015

Equity stake: 35%

31 January 2016 valuation: N/A

 

 

The Broucour Group Limited

(www.turnerbutler.co.uk)

In March 2008 the Group assisted in establishing 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, and the Group financed the acquisition of Turner Butler.

Date of investment: March 2008

Equity stake: 49%

31 January 2016 valuation: £341,000

 

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 DUAL International, an insurance managing general agency specialising in developing D&O and PI business in Europe. In July 2012 Hyperion acquired Windsor and in July 2013 the Group sold 80% of its holding to General Atlantic in July 2013, with the remaining holding being valued at the agreed option price. In April 2015 Hyperion completed a merger with R K Harrison Holdings Limited and following this merger Hyperion became the world's largest employee-owned insurance and reinsurance intermediary group.

Date of investment: November 1994

Equity: 1.66%

31 January 2016 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: 34.66%

31 January 2016 valuation: £9,497,000

 

MB Prestige Holdings PTY Limited

(www.mbinsurance.com.au)

In December 2013 the Group invested in MB Prestige Holdings PTY Ltd, the parent Company of MB Insurance Group PTY a Managing General Agent, headquartered in Sydney, Australia. MB Group is recognised as a market leader in respect of prestige motor vehicle insurance in all mainland states of Australia.

Date of investment: December 2013

Equity stake: 40%

31 January 2016 valuation: £1,440,000

 

Nexus Underwriting Management Limited

(www.nexusunderwriting.com)

In August 2014 the Group invested in Nexus Underwriting Management Limited ("Nexus"), an independent specialty Managing General Agency, founded in 2008. Through its two operating subsidiaries, Nexus Underwriting Limited and Nexus CIFS Limited, Nexus specialises in Directors & Officers, Professional Indemnity, Financial Institutions, Accident & Health and Trade Credit Insurance.

Date of investment: August 2014

Equity stake: 13.48%

31 January 2016 valuation: £5,999,000

 

 

Property & Liability Underwriting Managers (PTY) Limited

(www.plumsa.co.za)

In June 2015 the Group completed an investment in Property And Liability Underwriting Managers (PTY) Limited ("PLUM"), a Managing General Agent based in Johannesburg, South Africa. PLUM specialises in large corporate property insurance risks in South Africa and is supported by both domestic South African insurance capacity and A-rated international reinsurance capacity.

Date of investment: June 2015

Equity stake: 20%

31 January 2016 valuation: £307,000

 

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: 1.32%

31 January 2016 valuation: £773,000

 

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: 19.7%

31 January 2016 valuation: £1,917,000

 

Summa Insurance Brokerage, S. L.

(www.grupo-summa.com)

In January 2005 the Group provided finance to a Madrid-based Spanish management team with the objective of acquiring and consolidating regional insurance brokers in Spain. Through acquisition Summa is able to achieve synergistic savings, economies of scale and greater collective bargaining thereby increasing overall value.

Date of investment: January 2005

Equity stake: 77.25%

31 January 2016 valuation: £4,331,000

 

Trireme Insurance Group Limited

(www.oxfordinsurancebrokers.co.uk)

(www.jhinternational.co.uk)

In July 2010 the Group completed an investment in Trireme Insurance Group Limited (formerly known as US Risk (UK) Ltd), the parent company of Oxford Insurance Brokers Ltd and James Hampden International Insurance Brokers Ltd, London-based Lloyd's specialist international reinsurance and insurance intermediaries. Trireme Insurance Group Limited is also the parent company of Abraxas Insurance AG, a Swiss-based underwriting agency specialising in Directors & Officers Liability Insurance, Professional Liability Insurance, Insurance for Financial Institutions, Medical malpractice Insurance, Property Insurance and Event Insurance.

Date of investment: July 2010

Equity stake: 30.44%

31 January 2016 valuation: £2,116,000

 

Walsingham Motor Insurance Limited

(www.walsinghamunderwriting.com)

In December 2013 the Group invested in Walsingham Motor Insurance Limited ("WMIL"), a niche UK Motor Managing General Agency. WMIL was established in August 2012 and commenced trading in July 2013 having secured primary capacity from Calpe. Post year-end the Group acquired a further 10.5% equity, taking the current shareholding to 40.5%, and subsequently WMIL launched a £15m fleet facility with capacity from New India.

Date of investment: December 2013

Equity stake: 40.5%

31 January 2016 valuation: £200,000

 

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

 

Investments made after the year end:

 

Asia Reinsurance Brokers (PTE) Limited

(www.arbrokers.asia)

In April 2016 the Group invested in Asia Reinsurance Brokers Pte Limited, the Singapore headquartered independent specialist reinsurance and insurance risk solutions provider. ARB was established in 2008, following a management buy-out of the business from AJ Gallagher, led by the CEO, Richard Austen.

Date of investment: April 2016

Equity stake: 20%

31 January 2016 valuation: N/A

 

 

 

 

Consolidated Financial Statements

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 31ST JANUARY 2016

 

 

Notes

2016

2015



£'000

£'000

£'000






GAINS ON INVESTMENTS

1




Realised gains on disposal of equity investments (net of costs)

 

12,14

 

6

 

-


Unrealised gains on equity investment revaluation

 

12

 

10,269

 

5,109






5,109

INCOME





Dividends

1,26

639

432


Income from loans and receivables

1,26

1,619

1,789


Fees receivable

1,26

541

575





2,799


2,796

OPERATING INCOME

2



7,905






Operating expenses

2



(2,160)







OPERATING PROFIT




5,745






Financial income

2,4

18

450


Financial expenses

2,3

(31)

(51)


Exchange movements

2,8

(12)

(244)





(25)


155







PROFIT ON ORDINARY ACTIVITIES BEFORE SHARE BASED PROVISION


 

 

10,695

 

 

5,900







Share based payment provision

20,25


(2)


(1)







PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

 

8


 

10,693


 

5,899







Income tax expense

9



(964)







PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS

 

 

20


 

 

£8,700


 

 

£4,935


























 

Earnings per share - basic and diluted (pence)

 

10


 

29.8p


 

16.9p






 

 

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

 

 

 

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

 

31ST JANUARY 2016

 

(Company Number: 05674962)

 


Group



Company










Notes

2016

2015


2016

2015



£'000

£'000


£'000

£'000

ASSETS














NON-CURRENT ASSETS







Property, plant and equipment

11

15

18


-

-

Investments - equity portfolio

12

54,051

38,647


60,656

52,815

Investments - treasury portfolio

13

3,482

6,319


-

-

Loans and receivables

15

14,660

14,717


10,170

10,155



72,208

59,701


70,826

62,970

CURRENT ASSETS







Trade and other receivables

16

3,054

5,908


-

-

Cash and cash equivalents


1,814

1,531


1

1

TOTAL CURRENT ASSETS


4,868

7,439


1

1

TOTAL ASSETS


77,076

67,140


70,827

62,971








LIABILITIES














NON-CURRENT LIABILITIES







Deferred tax liabilities

17

(5,625)

(3,661)


-

-

TOTAL NON-CURRENT LIABILITIES


 

(5,625)

 

(3,661)


 

-

 

-








CURRENT LIABILITIES







Trade and other payables

18

(588)

(446)


(15)

-

Corporation tax provision

18

(51)

(62)


-

-

TOTAL CURRENT LIABILITIES

18

(639)

(508)


(15)

-








TOTAL LIABILITIES


(6,264)

(4,169)


(15)

-

NET ASSETS


£70,812

£62,971


£70,812

£62,971








CAPITAL AND RESERVES - EQUITY







Called up share capital

19

2,923

2,923


2,923

2,923

Share premium account

20

9,370

9,370


9,370

9,370

Fair value reserve

20

22,524

13,992


58,512

50,671

Reverse acquisition reserve

20

393

393


-

-

Capital redemption reserve

20

6

6


6

6

Capital contribution reserve

20

3

1


-

1

Retained earnings

20

35,593

36,286


1

-

SHAREHOLDERS' FUNDS - EQUITY

 

20

 

£70,812

 

£62,971


 

£70,812

 

£62,971















Net asset value per share (pence)

10

243p

216p


243p

216p

 

The Financial Statements were approved by the Board of Directors and authorised for issue on 6th June 2016

and signed on its behalf by:

 

 

 

 

 

B.P. Marsh & J.S. Newman

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 31ST JANUARY 2016

 

 

Notes


2016


2015




£'000


£'000

Cash from operating activities






Income from loans to investees



1,619


1,789

Dividends



639


432

Fees received from investment activity



541


575

Operating expenses



(2,354)


(2,160)

Increase in receivables



(189)


(302)

Increase / (decrease) in payables



142


(111)

Corporation tax paid in respect of prior year profits



(56)


-

Depreciation

11


7


7

Net cash from operating activities



 

349


 

230







Net cash from / (used by) investing activities






Purchase of property, plant and equipment

11


(4)


(7)

Purchase of equity investments

12


(5,209)


(3,066)

Purchase of treasury investments

13


(3,084)


(2,763)

Net proceeds from sale of equity investments

12,14


80


1,041

Corporation tax repaid / (paid) on equity investment disposal



 

201


 

(4,216)

Net repayments / (advances) of loans from / (to) investee companies



 

2,905


 

(424)

Net proceeds from sale of treasury investments

13


5,902


6,088

Net cash from / (used by) investing activities



 

791


 

(3,347)







Net cash used by financing activities






Financial income

4


6


44

Financial expenses

3


-


-

Dividends paid

7


(802)


(804)

Payments made to repurchase company shares

19,20


(57)


(83)

Net cash used by financing activities



 

(853)


 

(843)







Change in cash and cash equivalents



287


(3,960)

Cash and cash equivalents at beginning of the period



 

1,531


 

5,502

Exchange movement



(4)


(11)







 

Cash and cash equivalents at end of period



 

£1,814


 

£1,531







 

All differences between the amounts stated in the Consolidated Statement of Cash Flows and the Consolidated Statement of Comprehensive Income are attributed to non-cash movements.

 

 

COMPANY STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 31ST JANUARY 2016

 

 

No Company Statement of Cash Flows has been prepared as there has been no cash flow movement in the Company during the current and previous period, other than dividends received from B.P. Marsh & Company Limited ("BPMCL"), a subsidiary company, which were settled via an intercompany adjustment.  The ordinary dividend payment to the Company's members during the year was paid directly by BPMCL and reflected in the Company through an intercompany adjustment.  Accordingly the Company's "cash and cash equivalents" balance as at 31st January 2016 is £1k (2015: £1k).

 

 

 

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31ST JANUARY 2016

 

 

Group

Company


2016

2015

2016

2015







£'000

£'000

£'000

£'000






Opening total equity

62,971

58,923

62,971

58,923

Profit for the year

8,700

4,935

8,700

4,935

Dividends paid

(802)

(804)

(802)

(804)

Repurchase of company shares

(57)

(83)

(57)

(83)

TOTAL EQUITY

£70,812

£62,971

£70,812

£62,971

 

 

Refer to Note 20 for detailed analysis of the changes in the components of equity.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31ST JANUARY 2016

 

 

1.       ACCOUNTING POLICIES

 

B.P. Marsh & Partners Plc is a public limited company incorporated in the United Kingdom under the Companies Act 2006. The address of the Company's registered office is 2nd Floor, 36 Broadway, London SW1H 0BH.

 

Basis of preparation of financial statements

 

These consolidated 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 are presented in sterling, the functional currency of the Group, rounded to the nearest thousand pounds (£'000) except where otherwise indicated.

 

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which form the basis of judgements about the carrying amounts of assets and liabilities. Actual results may differ from those amounts. 

 

In the process of applying the Group's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:

 

 

 

Assessment as an investment entity

 

Entities that meet the definition of an investment entity within IFRS 10: Consolidated Financial Statements ("IFRS 10") are required to account for their investments in controlled entities, as well as investments in associates at fair value through profit or loss.  Subsidiaries that provide investment related services or engage in permitted investment related activities with investees that relate to the parent investment entity's investment activities continue to be consolidated in the Group results.  The criteria which define an investment entity are currently as follows:

 

a)   an entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;

b)   an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and

c)   an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.

 

The Group's annual and interim consolidated financial statements clearly state its objective of investing directly into portfolio investments and providing investment management services to investors for the purpose of generating returns in the form of investment income and capital appreciation.  The Group has always reported its investment in portfolio investments at fair value. It also produces reports for investors of the funds it manages and its internal management report on a fair value basis.  The exit strategy for all investments held by the Group is assessed, initially, at the time of the first investment and this is documented in the investment paper submitted to the Board for approval.

 

The Board has also concluded that the Company meets the additional characteristics of an investment entity, in that it has more than one investment; the investments are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related parties.  The Board has concluded that B.P. Marsh & Partners Plc and its two subsidiaries, B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited, which provide investment related services on behalf of B.P. Marsh & Partners Plc, all meet the definition of an investment entity.  These conclusions will be reassessed on an annual basis for changes to any of these criteria or characteristics.

 

Application and significant judgments

 

When it is established that a parent company is an investment entity, its subsidiaries are measured at fair value through profit or loss.  However if an investment entity has subsidiaries that provide services that relate to the investment entity's investment activities, exception to the Amendment of IFRS 10 is not applicable as in this case, the parent investment entity still consolidates the results of its subsidiaries. Therefore the results of B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited continued to be consolidated into its Group financial statements for the year.

 

The most significant estimates relate to the fair valuation of the equity investment portfolio. The valuation methodology for the investment portfolio is detailed below.  The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

 

New standards effective during the year

 

None of the other new standards, interpretations or amendments, which are effective for the first time in these consolidated financial statements, has had a material impact on these consolidated financial statements.

 

Standards that have been issued, but are not yet effective for the year ended 31st January 2016 include:

 

Annual improvements to IFRSs 2010-2012 Cycle 1st Feb 2015

Annual improvements to IFRSs 2011-2013 Cycle 1st Jan 2015

Annual improvements to IFRSs 2012-2014 Cycle 1st Jan 2016

IFRS 15 Revenue from Contracts with Customers 1st Jan 2018

IFRS 9 Financial Instruments 1st Jan 2018

Disclosure Initiative: Amendments to IAS 1 1st Jan 2016

 

The Board is currently assessing the impact of IFRS 9. All other standards and interpretations are not

expected to have a material impact on the financial statements.

 

Basis of consolidation

 

          (i)  Subsidiaries

 

Subsidiaries are entities controlled by the Group.  Control, as defined by IFRS 10, is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.  Specifically, the Group controls an investee if and only if the Group has:

 

a)   power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

b)   exposure, or rights, to variable returns from its involvement with the investee; and

c)   the ability to use its power over the investee to affect its returns.

 

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

 

a)   rights arising from other contractual arrangements; and

b)   the Group's voting rights and potential voting rights.

 

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.

 

B.P. Marsh & Partners Plc ("the Company"), an investment entity, has two subsidiary investment entities, B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited, that provide services that relate to the Company's investment activities.  The results of these two subsidiaries are consolidated into the Group consolidated financial statements.  Summa Insurance Brokerage, S.L. ("Summa") is also a subsidiary of B.P. Marsh & Company Limited.  The Group has taken advantage of the Amendment to IFRS 10 not to consolidate the results of Summa. Instead the investments in Summa are valued at fair value through profit or loss.

 

          (ii)  Associates

 

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 statement of financial position at fair value even though the Group may have significant influence over those companies.

 

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.  The one exception to the use of the acquisition accounting method was in 2006 when B.P. Marsh & Partners Plc became the legal parent company of B.P. Marsh & Company Limited in a share for share exchange transaction.  This was accounted for as a reverse acquisition, such that no goodwill arose, and a merger reserve was created reflecting the difference between the book value of the shares issued by B.P. Marsh & Partners Plc as consideration for the acquisition of the share capital of B.P. Marsh & Company Limited.  This compliance with IFRS 3: Business Combinations ("IFRS 3") also represented a departure from the Companies Act.

 

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: Financial Instruments ("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.

 

No Statement of Comprehensive Income is prepared for the Company, as permitted by Section 408 of the Companies Act 2006.  The Company made a profit for the year of £8,700,450, prior to a dividend distribution of £802,093 (2015: profit of £4,934,864 prior to a dividend distribution of £803,825).

 

Employee services settled in equity instruments

 

The Group has issued cash settled share-based awards to certain employees.  A fair value for the cash settled share awards is measured at the date of grant.  The Group measured the fair value using the Black-Scholes method which was considered to be the most appropriate valuation technique to value the awards.

 

The fair value of the 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 capital contribution.

 

Investments - equity portfolio

 

All equity portfolio 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 equity portfolio investments.  In valuing equity portfolio 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 the fair value of equity portfolio 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 year.  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 equity portfolio investments are expensed in the Consolidated Statement of Comprehensive Income.

 

Income from equity portfolio investments

 

Income from equity portfolio 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.

 

Investments - treasury portfolio

 

All treasury portfolio 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 market value as determined from the valuation reports provided by the fund investment manager.

 

Both realised and unrealised gains and losses arising from changes in fair market value are taken to the Consolidated Statement of Comprehensive Income for the year.  In the Consolidated Statement of Financial Position the unrealised gains and losses arising from changes in fair value are shown within the retained earnings reserve as these investments are deemed as being easily convertible into cash.  Costs associated with the management of these investments are expensed in the Consolidated Statement of Comprehensive Income.

 

Income from treasury portfolio investments

 

Income from treasury portfolio investments comprises of dividends receivable which are either directly reinvested into the funds or received as cash. 

 

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 foreign exchange 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 substantively 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.

 

Pension costs

 

The Group operates a defined contribution scheme for some of its employees.  The contributions payable to the scheme during the period are charged to the Consolidated Statement of Comprehensive Income.

 

Operating leases

 

Rentals under operating leases are charged on a straight-line basis over the lease term.

 

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight- line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.

 

Financial assets and liabilities

 

Financial instruments are recognised in the Consolidated Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.  De-recognition occurs when rights to cash flows from a financial asset expire, or when a liability is extinguished.

 

Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They are included in current assets, except for maturities greater than 12 months after the reporting period which are classified as non-current assets.  They are stated at their cost less impairment losses. 

 

Loans and borrowings

 

All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowings. After initial recognition, these are subsequently measured at

amortised cost using the effective interest method, which is the rate that exactly discounts the estimated future cash flows through the expected life of the liabilities. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.

 

Trade and other receivables

 

Trade and other receivables in the Consolidated Statement of Financial Position are initially measured at original invoice amount and subsequently measured after deducting any provision for impairment.

 

Cash and cash equivalents

 

Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprise cash and short-term deposits as defined above and other short-term highly liquid investments that are readily convertible into cash and are subject to insignificant risk of changes in value, net of bank overdrafts.

 

Trade and other payables

 

Trade and other payables are stated based on the amounts which are considered to be payable in respect of goods or services received up to the date of the Consolidated Statement of Financial Position.

 

International Financial Reporting Standards in issue but not yet effective

 

At the date of authorisation of these consolidated financial statements there are no IFRS or International Financial Reporting Standards Interpretations Committee ("IFRS IC") interpretations or amendments issued but not yet effective that would be expected to have a material impact on the Group.

 

 

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 & Channel Islands and Non UK & 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 from equity portfolio investments as described in further detail in Note 1 under 'Income from equity portfolio investments' and also from treasury portfolio investments as described in Note 1 under 'Income from treasury portfolio 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









2016

2015

2016

2015

2016

2015


£'000

£'000

£'000

£'000

£'000

£'000








Operating income

12,588

6,056

486

1,849

13,074

7,905

Operating expenses

(1,740)

(1,670)

(614)

(490)

(2,354)

(2,160)

Segment operating profit / (loss)

 

10,848

 

4,386

 

(128)

 

1,359

 

10,720

 

5,745








Financial income

13

348

5

102

18

450

Financial expenses

(23)

(39)

(8)

(12)

(31)

(51)

Exchange movements

(6)

(6)

(6)

(238)

(12)

(244)

Share based payment provision

(2)

(1)

-

-

(2)

(1)








Profit / (loss) before tax

10,830

4,688

(137)

1,211

10,693

5,899

Income tax (expense) / credit

(2,020)

(722)

27

(242)

(1,993)

(964)

Profit / (loss) for the year

£8,810  

£3,966  

£(110) 

£969 

£8,700  

£4,935  

 

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:

 

 

 

 

Investee Company

Total income attributable to the investee company

£'000

 

 

% of total realised operating income

 

 

Reportable geographic segment









2016

2015

2016

2015

2016

2015

Besso Insurance Group Limited

609

849

22

30

1

1

Hyperion Insurance Group Limited

453

509

16

18

1

1

Trireme Insurance Group Limited

407

391

15

14

1&2

1&2

LEBC Holdings Limited*

351

-

13

-

1

-

 

*There are no disclosures shown for LEBC Holdings Limited in the prior year as the total realised income derived from this investee company did not exceed the 10% threshold prescribed by IFRS 8 Operating Segments.

 

 

Geographic segment 1:

UK & Channel Islands

Geographic segment 2:

Non UK & Channel Islands

Group


2016

2015

2016

2015

2016

2015


£'000

£'000

£'000

£'000

£'000

£'000

Non-current assets







Property, plant and equipment

13

14

2

4

15

18

Investments - equity portfolio

45,956

30,613

8,095

8,034

54,051

38,647

Investments - treasury portfolio

3,482

6,319

-

-

3,482

6,319

Loans and receivables

11,129

11,466

3,531

3,251

14,660

14,717


60,580

48,412

11,628

11,289

72,208

59,701

Current assets







Trade and other receivables

2,705

5,588

349

320

3,054

5,908

Cash and cash equivalents

1,814

1,531

-

-

1,814

1,531

Deferred tax assets

-

-

49

-

49

-


4,519

7,119

398

320

4,917

7,439








Total assets

65,099

55,531

12,026

11,609

77,125

67,140

Non-current liabilities







Deferred tax liabilities

(5,674)

(3,406)

-

(255)

(5,674)

(3,661)


(5,674)

(3,406)

-

(255)

(5,674)

(3,661)

Current liabilities







Trade and other payables

(588)

(446)

-

-

(588)

(446)

Corporation tax provision

(51)

(62)

-

-

(51)

(62)

Total liabilities

(6,313)

(3,914)

-

(255)

(6,313)

(4,169)








Net assets

£58,786

£51,617

£12,026

£11,354

£70,812

£62,971

 

Additions to property, plant and equipment

 

3

 

6

 

1

 

1

 

4

 

7

 

Depreciation of property, plant and equipment

 

6

 

6

 

1

 

1

 

7

 

7

 

Impairment of investments and loans

 

-

 

-

 

-

 

-

 

-

 

-








Cash flow arising from:














Operating activities

366

73

(17)

157

349

230

Investing activities

1,283

(1,836)

(492)

(1,511)

791

(3,347)

Financing activities

(853)

(843)

-

-

(853)

(843)

Change in cash and cash equivalents

 

796

 

(2,606)

 

(509)

 

(1,354)

 

287

 

(3,960)

 

 

3.       FINANCIAL EXPENSES

2016

2015


£'000

£'000




Investment management costs (Note 13)

     31

     51


£    31

£    51

 

 

4.       FINANCIAL INCOME

2016

2015


£'000

£'000




Bank interest

6

44

Income from treasury portfolio investments - dividend and similar income (Note 13)

389

208

Income from treasury portfolio investments - net unrealised (losses) / gains on revaluation (Note 13)

(377)

198


£     18

£     450

 

 

5.       STAFF COSTS

 

The average number of employees, including all directors (executive and non-executive), employed by the Group during the year was 17 (2015: 17). All remuneration was paid by B.P. Marsh & Company Limited.

 

The related staff costs were:

2016

2015


£'000

£'000




Wages and salaries

1,368

1,220

Social security costs

174

154

Pension costs

61

63


£1,603

£1,437

 

In addition, during the year to 31st January 2015,  Joint Share Ownership Agreements were entered into between certain directors and employees, the Company and B.P. Marsh Management Limited, a company wholly owned by the Executive Chairman and majority shareholder, Mr. B.P. Marsh.  Refer to the Report of the Remuneration Committee on page 6 and Note 25 for further details. 

 

 

6.       DIRECTORS' EMOLUMENTS




2016

2015

The aggregate emoluments of the directors were:

£'000

£'000




Management services - remuneration

847

796

Fees

38

23

Pension contributions - remuneration

36

41


£    921

£    860

 

In addition to the above, during the year to 31st January 2015 an amount of £197,033 was paid to Mr S.S. Clarke in settlement of a carried interest entitlement which had existed as at 31st January 2014.

 

Of the 1,421,130 shares in respect of which joint interests were granted in the prior year, 1,080,059 shares were issued to directors (952,158 shares to directors serving during the year ended 31st January 2015 and 127,901 to an employee who was appointed a director in the current year).  Refer to the Report of the Remuneration Committee on page 6 and Note 25 for further details.

 

 

2016

2015


£'000

£'000

Highest paid director



Emoluments

199

205

Pension contribution

10

15


£    209

£    220

 

 

The highest paid director also has a joint interest in 355,283 shares pursuant to a Joint Share Ownership Agreement entered into in the prior year.  Refer to the Report of the Remuneration Committee on page 6 and Note 25 for further details.

 

The Company contributes into defined contribution pension schemes on behalf of certain employees and directors.  Contributions payable are charged to the Consolidated Statement of Comprehensive Income in the period to which they relate.

 

During the year, 4 directors (2015: 4) accrued benefits under these defined contribution pension schemes.

 

 

7.       DIVIDENDS

2016

2015


£'000

£'000

Ordinary dividends






Dividend paid:






2.75 pence each on 29,167,000 Ordinary shares (2015: 2.75 pence each on 29,230,000 Ordinary shares)

802

804





£            802 

£           804




 

In the current year no dividend was payable on the 59,040 ordinary shares held by the Company in Treasury. In the prior year there were no ordinary shares held by the Company in Treasury at the time when the dividend was payable on 25th July 2014.

 

 

8.       PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

 

2016

 

2015


£'000

£'000

The profit for the year is arrived at after charging:






Depreciation of owned tangible fixed assets

7

7

Auditor's remuneration :-



      Audit fees for the Company

26

25

      Other services:



-Audit of subsidiaries' accounts

12

12

-Taxation

10

9

-Other advisory

60

24

Exchange loss

12

244

Operating lease rentals of land and buildings

84

84

 

 

9.       INCOME TAX EXPENSE

2016

2015


£'000

£'000

Current tax:



Current tax on profits for the year

51

62

Adjustments in respect of prior years

(22)

(23)




Total current tax

29

39




Deferred tax (Note 17):



Origination and reversal of temporary differences

1,964

1,032

Re-measurement upon change in tax rate

-

(130)

Adjustment in respect of previous periods

-

23




Total deferred tax

1,964

925




Income tax expense

£      1,993

£      964

 

The tax assessed for the year is lower (2015: lower) than the standard rate of corporation tax in the UK.  The differences are explained below:

 

Profit before tax

10,693

5,899




Profit on ordinary activities at the standard rate of corporation tax in the UK of 20.17% (2015: 21.33%)

2,157

1,258

Tax effects of:



Expenses not deductible for tax purposes

20

22

Prior year current tax overprovision

(22)

(23)

Re-measurement of deferred tax upon change in tax rate

-

(130)

Tax payable on realised gains on disposal of investments

-

-

Capital gains on disposal of investments

(1)

-

Other adjustments

(33)

(71)

Other effects:



Management expenses utilised

-

-

Non-taxable income (dividends received)

(128)

(92)




Tax charge for the year

£      1,993

£      964

 

There are no factors which may affect future tax charges except as set out in Note 17.

 

 

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

 

2016

 

£'000

2015

 

£'000

Earnings



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

 

8,700

 

4,935




Earnings per share - basic and diluted

29.8p

16.9p




Number of shares

Number

Number

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

 

29,165,774

 

29,218,815




Number of dilutive shares under option

Nil

Nil




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

 

29,165,774

 

29,218,815

 

 

During the year the Company paid a total of £56,414 (2015: £82,450) in order to repurchase 38,612 (2015: 63,000) ordinary shares at an average price of 146 pence per share (2015: 131 pence per share). All 38,612 ordinary shares are being held by the Company in Treasury (2015: 3,960 ordinary shares were immediately cancelled upon purchases and the remaining 59,040 ordinary shares were held by the Company in Treasury.  The repurchase and subsequent cancellations of 3,960 ordinary shares during the year ended 31st January 2015 resulted in a reduction in the number of ordinary shares in issue from 29,230,000 to 29,226,040). 

 

Distributable reserves have been reduced by £56,414 as a result (2015: reduction of £82,054 with the amount of £396, being the nominal value of the cancelled 3,960 ordinary shares, transferred to the Capital Redemption Reserve).

 

The Treasury shares do not have voting or dividend rights and have therefore been excluded for the purposes of calculating earnings per share.

 

As at 31st January 2016 a total of 97,652 ordinary shares were held by the Company in Treasury (31st January 2015: 59,040 ordinary shares).

 

 

11.     PROPERTY, PLANT AND EQUIPMENT

 

Furniture & Equipment

£'000

Leasehold Fixtures & Fittings

£'000

 

 

Total

£'000

Group








Cost




At 1st February 2014

70

51

121

Additions

7

-

7

Disposals

(12)

-

(12)

At 31st January 2015

65

51

116





At 1st February 2015

65

51

116

Additions

4

-

4

Disposals

-

-

-

At 31st January 2016

69

51

120





Depreciation




At 1st February 2014

52

51

103

Eliminated on disposal

(12)

-

(12)

Charge for the year

7

-

7

At 31st January 2015

47

51

98





At 1st February 2015

47

51

98

Eliminated on disposal

-

-

-

Charge for the year

7

-

7

At 31st January 2016

54

51

105





Net book value




At 31st January 2016

£       15

£         -

£       15

At 31st January 2015

£       18

£         -

£       18

At 31st January 2014

£       18

£         -

£       18

 

 

12.     NON-CURRENT INVESTMENTS - EQUITY PORTFOLIO

 



Group


Shares in investee companies



Total



£'000

At valuation






At 1st February 2014


31,710

Additions


3,066

Disposals


(1,238)

Provisions


-

Unrealised gains in this period


5,109

At 31st January 2015


£38,647




At 1st February 2015


38,647

Additions


5,209

Disposals


(74)

Provisions


-

Unrealised gains in this period


10,269

At 31st January 2016


£54,051




At cost






At 1st February 2014


18,453

Additions


3,066

Disposals


(703)

Provisions


-

At 31st January 2015


£20,816




At 1st February 2015


20,816

Additions


5,209

Disposals


(74)

Provisions


-

At 31st January 2016


£25,951

 

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

 

On 20th February 2015 the Group acquired a further 10.5% stake in Walsingham Motor Insurance Limited ("Walsingham") for total consideration of £300,000.  This increased the Group's holding in Walsingham from 30% as at 31st January 2015 to 40.5% as at 31st January 2016.

 

On 15th April 2015 the Group subscribed for a 35% preferred equity stake in Bulwark Investment Holdings (PTY) Limited ("Bulwark"), based in South Africa, for consideration of £1.

 

On 17th June 2015 the Group acquired a further 5% preferred equity stake in Nexus Underwriting Management Limited ("Nexus") for a total consideration of £1,554,000, taking the Group's shareholding in Nexus to 9.8% of its enlarged share capital.  On 7th December 2015 the Group acquired an additional preferred equity holding for consideration of £1,467,472.  As at 31st January 2016 the Group's equity investment in Nexus stood at 13.48%.

 

On 26th June 2015 the Group acquired a 20% preferred equity stake in Property and Liability Underwriting Managers (PTY) Limited ("PLUM"), a Managing General Agent based in South Africa and specialising in large corporate property insurance risks, for an initial consideration of £306,463.  The total consideration could increase to £600,000 subject to PLUM achieving EBITDA of ZAR 8,300,000 over the first year of the Group's investment.

 

On 10th September 2015, following the departure of a minority shareholder and director of Besso Insurance Group Limited ("Besso"), the Group entered into an agreement to acquire the exiting director's 7.03% equity stake in Besso for a total consideration of £1,581,147.  The shares are being held by the Group on behalf of Besso.  Besso can invoke a share purchase transaction to buy back and cancel the shares.  As at 31st January 2016 the Group's equity investment in Besso was 44.97%, including this 7.03% held on behalf of Besso which is stated at cost within the valuation.

 

The unquoted investee companies, which are registered in England except Summa Insurance Brokerage S.L. (Spain), MB Prestige Holdings PTY Limited (Australia), Bastion Reinsurance Brokerage (PTY) Limited (South Africa), Bulwark Investment Holdings (PTY) Limited (South Africa) and Property and Liability Underwriting Managers (PTY) Limited (South Africa) 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




£

£








Bastion Reinsurance Brokerage (PTY) Limited

35.00

31.12.14

30,042

(49,281)

Reinsurance broker







Besso Insurance Group Limited

37.94

    7.03*

31.12.14

5,230,393

(301,299)

Insurance intermediary







Bulwark Investment Holdings (PTY) Limited

35.00

-

-

-

Holding company for South African Managing General Agents







Hyperion Insurance

   Group Limited

 1.66

30.09.15

(27,613,000)

(81,425,000)

Insurance holding company







LEBC Holdings Limited

34.66

30.09.15

1,171,692

1,359,232

Independent financial advisor company







MB Prestige Holdings PTY Limited

40.00

31.12.15

1,021,966

315,107

Specialist Australian Motor Managing General Agency







Neutral Bay Investments Limited

49.90

31.03.15

3,905,577

190,163

Investment holding company







Nexus Underwriting Management Limited

13.48

31.12.14

4,338,453

1,829,533

Specialist Managing General Agency







Property and Liability Underwriting Managers (PTY) Limited

20.00

-

-

-

Specialist South African Property Managing General Agency







Summa Insurance Brokerage, S.L.

77.25

31.12.14

8,358,239

84,660

Consolidator of regional insurance brokers







The Broucour Group Limited

49.00

30.04.15

(761,027)

(50,405)

Business transfer agents







Trireme Insurance Group Limited

30.44

31.12.14

448,452

(2,030,999)

Holding company for insurance intermediaries







Walsingham Motor Insurance Limited†

40.50

30.09.14

(723,184)

(645,066)

Specialist
UK Motor Managing General Agency

 

In addition, as at 31st January 2016 the Group held 1.32% of the share capital of Randall & Quilter Investment Holdings Limited ("R&Q").  R&Q is an AIM listed company.  During the current year R&Q made two 'return of value' distributions totalling £79,702 to shareholders through the issue and subsequent cancellation of new shares.  These amounts (£47,442 in August 2015 and £32,260 in November 2015) were paid to the Group as 'capital' distributions.  The Group has treated these distributions as disposal proceeds and reduced the cost base of this investment accordingly, resulting in a £6,141 realised gain on disposal of investment (see Note 14) which is reflected in the Consolidated Statement of Comprehensive Income for the year.

 

 

*The Group's economic participation in Besso as at 31st January 2016 was 37.94%.  The additional 7.03% held by the Group on behalf of Besso is a capped participation and is stated within the Group's valuation of Besso at cost (£1,581,147). 

 

†By virtue of its interest in Walsingham Motor Insurance Limited, the Group has also acquired a 50% equity holding in Walsingham Holdings Limited, a company incorporated during the year, for £1 consideration and which remains dormant at the year end.

 

Financial data for Bulwark Investment Holdings (PTY) Limited and Property and Liability Underwriting Managers (PTY) Limited is not yet available as these companies were only incorporated and commenced trading in 2015.

 

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.

 

Shares in

Company

group


undertakings


£'000

At valuation




At 1st February 2014

48,767

Additions

-

Unrealised gains in this period

4,048

At 31st January 2015

 £     52,815



At 1st February 2015

52,815

Additions

-

Unrealised gains in this period

7,841

At 31st January 2016

 £60,656    



At cost




At 1st February 2014

2,143

Additions

-

At 31st January 2015

 £       2,143



At 1st February 2015

2,143

Additions

-

At 31st January 2016

 £       2,143

 

 

Shares in group undertakings

 

All group undertakings are registered in England and Wales. The details and results of group undertakings held throughout the year, which are extracted from the IFRS accounts of B.P. Marsh & Company Limited and Marsh Insurance Holdings Limited and the UK GAAP accounts for the other companies, are as follows:

 


Aggregate

Profit/(loss)



%

capital and

for the



Holding

reserves at

year to



of share

31st January

31st January


Name of company

Capital

2016

2016

Principal activity



£

£







B.P. Marsh &

   Company Limited

100

60,656,234

8,698,438

Consulting services and investment holding company






Marsh Insurance

   Holdings Limited

100

15,994,862

3,307,772

Investment

holding company






B.P. Marsh Asset

   Management Limited

100

23,485

-

Consulting services






B.P. Marsh & Co. Trustee

   Company Limited

100

1,000

-

Dormant






Marsh Development

   Capital Limited

100

1

-

Dormant

 

In addition, Bastion London Limited, a company 100% owned by the Group, was incorporated during the year.  This company was dormant at the year end.

 

 

13.     NON-CURRENT INVESTMENTS - TREASURY PORTFOLIO

 

Group

 

 

 

 

 

2016

2015

At valuation

 

£'000

£'000


 

 

 

Market value at 1st February

 

6,319

9,289

Additions at cost

 

3,084

2,763

Disposals

 

(5,902)

(6,088)

Change in value in the year (Note 3 & Note 4)

 

(19)

355

Market value at 31st January

 

£   3,482

£   6,319


 



Investment fund split:

 




 



GAM London Limited

 

3,377

4,538

Banque Heritage SA

 

105

1,781

Total

 

£   3,482

£   6,319

 

The treasury portfolio comprises of investment funds managed and valued by the Group's investment managers, GAM London Limited and Banque Heritage SA.  All investments in securities are included at year end market value.

 

The initial investment into the funds was made following the partial realisation of the Group's investment in Hyperion Insurance Group Limited in the year to 31st January 2014.

 

The purpose of the funds is to hold (and grow) the Group's surplus cash until such time that suitable investment opportunities arise. 

 

The funds are risk bearing and therefore their value not only can increase, but also has the potential to fall below the amount initially invested by the Group.  However, the performance of each fund is monitored on a regular basis and the appropriate action is taken if there is a prolonged period of poor performance.

 

Investment management costs of £31,257 (2015: £51,480) were charged to the Consolidated Statement of Comprehensive Income for the current year (Note 3).

 

 

14.     REALISED GAINS ON DISPOSAL OF EQUITY INVESTMENTS

 

The realised gains on disposal of investments comprises of a gain of £6,141 in respect of capital distributions made by R&Q in the year (see Note 12). 

 

The amount included in realised gains on disposal of equity investments in the year to 31st January 2015 was £Nil.  However, during that year, the Group disposed of its investments in Portfolio Design Group International Limited, Morex Commercial Limited, Preferred Asset Management Limited and New Horizons Nominees Limited (together the "PDGI businesses") at their combined carrying value of £1,238,000 for a consideration of £1,250,000.  This resulted in a gross realised gain on disposal of £12,000, reduced by disposal costs totalling £12,000, to give a net realised gain of £Nil for the year ended 31st January 2015.

 

The above disposal of the PDGI businesses also resulted in a net release to Retained Earnings from the Fair Value Reserve of £332,173, comprising of a £534,967 release of fair value which was reduced by estimated tax payable on disposal of £5,761 and £197,033 of carried interest paid as at 31st January 2015.  In the year to 31st January 1999 an intra-group transfer had already recognised a £450,000 release of fair value in relation to this investment.

 

Additionally, in the year to 31st January 2015 the tax payable on the partial disposal of the Group's investment in Hyperion Insurance Group Limited ("Hyperion") made in the year to 31st January 2014 was re-evaluated following finalisation of the Group's corporation tax returns, resulting in a reduction of £22,538.  This reduction subsequently resulted in a further net release to Retained Earnings from the Fair Value Reserve of the same amount (see Note 9 and Note 17).

 

As a result of the above disposal of the PDGI businesses and the re-evaluation of the tax payable on the Hyperion disposal in the prior year, the aggregate net release to Retained Earnings from the Fair Value Reserve in the year to 31st January 2015 amounted to £354,711 (Note 20).

 

 

15.     LOANS AND RECEIVABLES - NON-CURRENT

Group


Company


2016

2015


2016

2015


£'000

£'000


£'000

£'000







Loans to investee companies (Note 26)

14,660

14,717


-

-

Amounts due from subsidiary undertakings

 

-

 

-


 

10,170

 

10,155


 £   14,660

 £   14,717


£   10,170

£   10,155

 

See Note 26 for terms of the loans.

 

 

16.     TRADE AND OTHER RECEIVABLES - CURRENT

 

Group


Company


2016

2015


2016

2015


£'000

£'000


£'000

£'000







Trade receivables

592

533


-

-

Less provision for impairment of receivables

 

-

 

-


 

-

 

-


592

533


-

-

Loans to investee companies (Note 26)

1,965

4,822


-

-

Corporation tax repayable

15

201


-

-

Other receivables

21

24


-

-

Prepayments and accrued income

461

328


-

-








£    3,054

£    5,908


£           -

£           -







 

Included within trade receivables is £535,560 (2015: £501,493) owed by the Group's participating interests. 



 

Trade receivables are provided for based on estimated irrecoverable amounts from the fees and interest charged to investee companies, determined by the Group's management based on prior experience and their assessment of the current economic environment.

 

During the year there were no provisions made for doubtful debts (2015: None).

 

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. 

 

The Group's net trade receivable balance includes debtors with a carrying amount of £591,532 (2015: £532,877), of which £514,865 (2015: £361,323) of debtors are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.  The Group does not hold any collateral over these balances.

 

Ageing of past due but not impaired:

Group


Company


2016

2015


2016

2015


£'000

£'000


£'000

£'000







Not past due

77

172


-

-

Past due: 0 - 30 days

215

122


-

-

Past due: 31 - 60 days

55

5


-

-

Past due: more than 60 days

245

234


-

-








£       592      

£       533      


£           -

£           -







 

There were no provisions made against loans to investee companies in both the current or prior year. The total provision against loans relating to existing Non-Current Investments as at 31st January 2016 stands at £685,000 (2015: £685,000).

 

See Note 26 for terms of the loans and Note 24 for further credit risk information.

 

 

17.    DEFERRED TAX LIABILITIES - NON-CURRENT


Group

 

Company



£'000

 

£'000






At 1st February 2014


2,736


-

Tax movement relating to investment revaluation and disposal of revalued investments for the year (Note 9)


1,032


-

Re-measurement upon change in tax rate (Note 9)


(130)


-

Adjustment in respect of previous periods (Note 9)


23


-






At 31st January 2015


£    3,661


£           -






At 1st February 2015


3,661


-

Tax movement relating to investment revaluation and disposal of revalued investments for the year (Note 9)


1,964


-

Re-measurement upon change in tax rate (Note 9)


-


-

Adjustment in respect of previous periods (Note 9)


-


-






At 31st January 2016


£    5,625


£           -






 

The directors estimate that, if the Group were to dispose of all its investments at the amount stated in the  Consolidated Statement of Financial Position, £5,625,000 (2015: £3,661,000) of tax on capital gains would become payable by the Group at a corporation tax rate of 20% (2015: 20%).

 

As at 31st January 2016 the enacted tax rate was 19% from April 2017.  If 19% is used to calculate the deferred tax liability it would be reduced by some £280,000.

 

During the year ended 31st January 2015 there was a re-evaluation of the tax payable on the partial disposal of the Group's investment in Hyperion Insurance Group Limited ("Hyperion") in the year to 31st January 2014 (which resulted from the finalisation of the Group's corporation tax returns for that year and a subsequent reduction to the actual corporation tax payable on the disposal of £23,000).  £23,000 of the £5,438,000 of deferred tax previously released in the year to 31st January 2014 was included in the year ended 31st January 2015 as an adjustment in respect of the previous period.

 

18.    CURRENT LIABILITIES

Group


Company


2016

2015


2016

2015


£'000

£'000


£'000

£'000

Trade and other payables






Trade payables

127

95


    -

-

Other taxation & social security costs

52

38


-

-

Accruals and deferred income

409

313


15

-








588

446


15

-







Corporation tax (Note 9)

51

62


-

-








£  639

£  508


£        15

£        -







 

The corporation tax of £51,227 as at 31st January 2016 relates to the estimated tax payable on the Group's underlying profit for the current year of £51,101 and £126 of tax payable in respect of the prior year.

 

The corporation tax as at 31st January 2015 of £61,779 related to the estimated tax payable on the disposal of the Group's investment in in the PDGI businesses in May 2014 of £5,761 and estimated tax payable on the Group's underlying profit for that year of £56,018.

 

 

19.     CALLED UP SHARE CAPITAL

2016

2015


£'000

£'000

Allotted, called up and fully paid



29,226,040 Ordinary shares of 10p each (2015: 29,230,000)

2,923

       2,923





£  2,923

£  2,923

 

During the year the Company paid a total of £56,414 (2015: £82,450) in order to repurchase 38,612 (2015: 63,000) ordinary shares at an average price of 146 pence per share (2015: 131 pence per share).  All 38,612 ordinary shares are being held by the Company in Treasury (2015: 3,960 ordinary shares were immediately cancelled upon purchases and the remaining 59,040 ordinary shares were held by the Company in Treasury.  The repurchase and subsequent cancellations of 3,960 ordinary shares during the year ended 31st January 2015 resulted in a reduction in the number of ordinary shares in issue from 29,230,000 to 29,226,040). 

 

Distributable reserves have been reduced by £56,414 as a result (2015: reduction of £82,054 with the amount of £396, being the nominal value of the cancelled 3,960 ordinary shares, transferred to the Capital Redemption Reserve).

 

The Treasury shares do not have voting or dividend rights and have therefore been excluded for the purposes of calculating earnings per share.

 

As at 31st January 2016 a total of 97,652 ordinary shares were held by the Company in Treasury (31st January 2015: 59,040 ordinary shares).

 

20.     RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

 

 

Group


 

Share


 

Reverse

 

Capital

 

Capital




Share

premium

Fair value

acquisition

redemption

contribution

Retained



capital

account

reserve

reserve

reserve

reserve

earnings

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000










 

At 1st February 2014

 

2,923

 

9,370

 

9,743

 

393

 

6

 

-

 

36,488

 

58,923


 

 

 

 

 

 

 

 

 

Profit for the year

 

-

 

-

 

4,604

 

-

 

-

 

-

 

331

 

4,935


 

 

 

 

 

 

 

 

 

Transfers on sale of investments (Note 14)

 

 

-

 

 

-

 

 

(355)

 

 

-

 

 

-

 

 

-

 

 

355

 

 

-


 

 

 

 

 

 

 

 

 

Dividends paid

(Note 7)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(804)

 

 

(804)


 

 

 

 

 

 

 

 

 

Share repurchase

(Note 19)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(83)

 

 

(83)


 

 

 

 

 

 

 

 

 

Share based payments (Note 25)

 

 

-

 

 

 

-

 

 

 

-

 

 

-

 

-

 

1

 

(1)

 

-










 

At 31st January 2015

 

£2,923

 

£9,370

 

£13,992

 

£   393

 

£    6

 

£    1

 

£36,286

 

£62,971

 

 

 

At 1st February 2015

 

2,923

 

9,370

 

13,992

 

393

 

6

 

1

 

36,286

 

62,971


 

 

 

 

 

 

 

 

 

Profit for the year

 

-

 

-

 

8,532

 

-

 

-

 

-

 

168

 

8,700


 

 

 

 

 

 

 

 

 

Dividends paid

(Note 7)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(802)

 

 

(802)


 

 

 

 

 

 

 

 

 

Share repurchase

(Note 19)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(57)

 

 

(57)


 

 

 

 

 

 

 

 

 

Share based payments (Note 25)

 

 

-

 

 

 

-

 

 

 

-

 

 

-

 

-

 

2

 

(2)

 

-


 

 

 

 

 

 

 

 

 

At 31st January 2016

 

£2,923

 

£9,370

 

£22,524

 

£   393

 

£    6

 

£    3   

 

£    35,593

 

£70,812

 

 

 

Company


Share


Capital

Capital




Share

premium

Fair value

redemption

contribution

Retained



capital

account

reserve

reserve

reserve

earnings

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000









 

At 1st February 2014

 

2,923

 

9,370

 

46,623

 

6

 

-

 

    1 

 

58,923 


 

 

 

 

 

 

 

 

Profit for the year

-

-

4,048

 

-

 

-

887

4,935


 

 

 

 

 

 

 

Dividends paid (Note 7)

 

-

 

-

 

-

 

-

 

-

 

(804)

 

(804)


 

 

 

 

 

 

 

Share repurchase (Note 19)

 

-

 

-

 

-

 

-

 

-

 

(83)

 

(83)


 

 

 

 

 

 

 

 

Share based payments (Note 25)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1

 

 

(1)

 

 

-


 

 

 

 

 

 

 

 

At 31st January 2015

 

£2,923

 

£9,370

 

£50,671

 

£   6

 

£   1

 

£   - 

 

£62,971

 









 

 

At 1st February 2015

 

2,923

 

9,370

 

50,671

 

6

 

1

 

    - 

 

62,971 


 

 

 

 

 

 

 

 

Profit for the year

-

-

7,841

 

-

 

-

859

8,700


 

 

 

 

 

 

 

Dividends paid (Note 7)

 

-

 

-

 

-

 

-

 

-

 

(802)

 

(802)


 

 

 

 

 

 

 

Share repurchase (Note 19)

 

-

 

-

 

-

 

-

 

-

 

(57)

 

(57)


 

 

 

 

 

 

 

 

Share based payments (Note 25)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1)

 

 

1

 

 

-


 

 

 

 

 

 

 

 

At 31st January 2016

 

£2,923

 

£9,370

 

£58,512

 

£   6

 

£   -  

 

£   1 

 

£70,812

 


 

 

 

 

 

 

 

 

21.     OPERATING LEASE COMMITMENTS

 

The Group and Company was committed to making the following future aggregate minimum lease payments under non‑cancellable operating leases:

2016

2015


Land and

Land and


buildings

buildings


£'000

£'000




Earlier than one year

     £   76

     £   84

Between two and five years

£      -

£   76

 

 

22.      LOAN AND EQUITY COMMITMENTS

 

On 22nd July 2010 (as varied on 8th August 2012, 29th May 2014 and 23rd September 2014) the Group entered into an agreement to provide a loan facility of £2,419,515 to Trireme Insurance Group Limited, an investee company.  Following a repayment of £240,000 during the year, as at 31st January 2016 the total loan drawn down amounted to £2,155,113, leaving a remaining undrawn facility of £24,402.

 

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 January 2015 £333,000 of this facility had been drawn down. Following repayments made during the year on this facility amounting to £125,000 and together with other loans of £2,196,540, total loans drawn down as at 31st January 2016 amounted to £2,341,540, with a remaining undrawn facility of £414,000.

 

On 15th April 2015 the Group entered into an agreement to provide a loan facility of £500,000 to Bulwark Investment Holdings (PTY) Limited, an investee company.  As at 31st January 2016 £398,624 of this facility had been drawn down, leaving a remaining undrawn facility of £101,376. 

 

Please refer to Note 27 for details of loan amounts drawn down after the year end.

 

 

23.      CONTINGENT LIABILITIES

 

The Group has entered into a long-term incentive arrangement with an employee.  Provided they remain in employment with the Group as at specified dates in the future, the Group has agreed to pay bonuses totalling £60,000 together with the Employers' National Insurance due thereon.  The conditions for the first £30,000 due to be paid on 15th May 2015 were met during the year and the amount was paid to the employee on this date.  A further £30,000 was due on 15th May 2016.  This amount has been included in these financial statements on the basis that as at 31st January 2016 an undertaking had been received by the employee to remain in the employment of the Company until at least 15th May 2016 and therefore would meet the performance conditions relating to this incentive.  The £30,000 was paid to the employee on the due date of 15th May 2016.

 

 

24.     FINANCIAL INSTRUMENTS

 

The Group's financial instruments comprise loans to participating interests, cash and liquid resources and various other items, such as trade debtors, trade creditors, other debtors and creditors and loans.  These arise directly from the Group's operations.

 

The Group has not entered into any derivatives transactions.

 

It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.

 

The main risks arising from the Group's financial instruments are price risk, credit risk, liquidity risk, interest rate cash flow risk and currency risk.  The Board reviews and agrees policies for managing each of these risks and they are summarised in the Group Report of the Directors under "Financial Risk Management".

 

Interest rate profile

The Group has cash balances of £1,814,000 (2015: £1,531,000), which are part of the financing arrangements of the Group.  The cash balances comprise bank current accounts and deposits placed at investment rates of interest, which ranged up to 0.85% p.a. in the period (2015: deposit rates of interest ranged up to 2.0% p.a.).  During the period maturity periods ranged between immediate access and 32 days (2015: maturity periods ranged between immediate access and 1 year).

 

Currency hedging

During the period, the Group did not engage in any form of currency hedging transaction (2015: None).

 

Financial liabilities

The Company had no borrowings as at 31st January 2016 (2015: £Nil). 

 

Fair values

The Group has adopted the amendment to IFRS 7 for financial instruments which are measured at fair value at the reporting date. This requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

 

· Level 1: Quoted prices unadjusted in active markets for identical assets or liabilities;

· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, observed either directly as prices or indirectly from prices; and

· Level 3: Inputs for the asset or liability that are not based on observable market data.

 

The following presents the Group's assets and liabilities that are measured at fair value at 31st January 2016:

 


Level 1

Level 2

Level 3

Total



£'000

£'000

£'000

£'000

Assets












Equity portfolio investments designated as "fair value through profit or loss" assets


773

-

53,278

54,051







Treasury portfolio investments


 

3,482

 

-

 

-

 

3,482









£4,255

-

£53,278

£ 57,533

 

The Group's assets and liabilities that are measured at fair value at 31st January 2015 are presented as follows:

 


Level 1

Level 2

Level 3

Total



£'000

£'000

£'000

£'000

Assets












Equity portfolio investments designated as "fair value through profit or loss" assets


1,243

-

37,404

38,647







Treasury portfolio investments


 

6,319

 

-

 

-

 

6,319









£7,562

-

£37,404

£ 44,966

 

 

25.     SHARE BASED PAYMENT ARRANGEMENTS

 

During the year to 31st January 2015, B.P. Marsh & Partners Plc entered into joint share ownership agreements ("the Agreements") with certain employees and directors.  The details of the arrangements are described in the following table:

 

Nature of the arrangement

Share appreciation rights (joint beneficial ownership)

 

 

Date of grant

6th November 2014

Number of instruments granted

1,421,130

Exercise price (pence)

140.00

Share price (market value) at grant (pence)

 

138.00

Hurdle rate

3.5% p.a. (simple)

Vesting period (years)

3 years

Vesting conditions

There are no performance conditions other than the recipient remaining an employee throughout the vesting period.  The awards vest after 3 years or earlier resulting from either:

 

a)   a change of control resulting from a person, other than a member of the Company, obtaining control of the Company either (i) as a result of a making a Takeover Offer; (ii) pursuant to a Scheme of Arrangement; or (iii) in consequence of a Compulsory Acquisition); or

 

b)   a person becoming bound or entitled to acquire shares in the Company pursuant to sections 974 to 991 of the Companies Act 2006; or

 

c)   a winding up.

 

If the employee is a bad leaver the co-owner of the jointly-owned share can buy out the employee's interest for 1p

Expected volatility

20%

Risk free rate

1%

Expected dividends expressed as a dividend yield

2%

Settlement

Cash settled on sale of shares

% expected to vest (based upon leavers)

85%

Number expected to vest

1,207,960

Valuation model

Black-Scholes

Black-Scholes value (pence)

15.00

Deduction for carry charge (pence)

14.50

Fair value per granted instrument (pence)

0.50

Charge for year ended 31st January 2016

£2,013

 

On 6th November 2014 1,421,130 10p Ordinary shares in the Company were transferred into joint beneficial ownership for 6 employees (4 of whom are directors) under the terms of joint share ownership agreements.  No consideration was paid by the employees for their interests in the jointly-owned shares.

 

Under the terms of the Agreements, the employees and directors enjoy the growth in value of the shares above a threshold price of £1.40 per share plus an annual carrying charge of 3.5% per annum (simple interest) to the market value at the date of grant (£1.38 per share).

 

The employees and directors received an interest in jointly owned shares and a Joint Share Ownership Plan ("JSOP") is not an option, however the convention for JSOPs is to treat them as if they were options.  The value of the employee's interest for accounting purposes is calculated using option pricing theory (Black-Scholes Mathematics).

 

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

 

No jointly-owned shares were sold or forfeited during the year.  The number of jointly-owned shares expected to vest has therefore not been adjusted.  In accordance with IFRS 2: Share-based Payment, the fair value of the expected cost of the award (measured at the date of grant) has been spread over the three year vesting period.

26.     RELATED PARTY DISCLOSURES

 

The following loans owed by the associated companies (including their subsidiaries and other related entities) of the Company and its subsidiaries were outstanding at the year end:

 

2016

2015


£

£




The Broucour Group Limited

1,041,500

1,097,500

Bastion Reinsurance Brokerage (PTY) Limited

341,831

211,831

Besso Insurance Group Limited

2,341,540

5,135,393

Bulwark Investment Holdings (PTY) Limited

398,624

-

Hyperion Insurance Group Limited

6,037,361

6,037,361

LEBC Holdings Limited

1,005,000

1,005,000

Trireme Insurance Group Limited

2,155,113

2,395,113

Walsingham Motor Insurance Limited

1,200,000

1,200,000





€

€




Summa Insurance Brokerage, S.L.

2,731,434

3,203,064





AUD

AUD




MB Prestige Holdings PTY Limited

1,417,334

1,417,334




 

The loans are typically secured on the assets of the investee companies and an appropriate interest rate is charged based upon the risk profile of that company.

 

Income receivable, consisting of consultancy fees, interest on loans and dividends recognised in the Consolidated Statement of Comprehensive Income in respect of the associated companies (including their subsidiaries and other related entities) of the Company and its subsidiaries for the year were as follows:

 

2016

2015


£

£




The Broucour Group Limited

43,458

45,885

Bastion Reinsurance Brokerage (PTY) Limited

64,989

10,016

Besso Insurance Group Limited

608,906

848,694

Bulwark Investment Holdings (PTY) Limited

39,961

-

Hyperion Insurance Group Limited

452,802

509,037

LEBC Holdings Limited

350,876

230,975

MB Prestige Holdings PTY Limited

129,232

100,629

Neutral Bay Investments Limited

106,505

111,257

Nexus Underwriting Management Limited

194,889

50,520

Portfolio Design Group International Limited

-

3,000

Property & Liability Underwriting Managers (PTY) Limited

 

31,971

 

-

Summa Insurance Brokerage, S.L.

204,605

258,114

Trireme Insurance Group Limited

407,150

390,640

Walsingham Motor Insurance Limited

121,000

119,998




 

In addition, the Group made management charges of £34,000 (2015: £32,000) to the Marsh Christian Trust, a grant making charitable Trust of which Mr B.P. Marsh, the Executive Chairman and majority shareholder of the Company, is also the Trustee and Settlor.

 

The Group also made management charges of £8,900 (2015: £5,100) to Brian Marsh Enterprises Limited.

 

On 4th May 2016 the Group also sold its entire 1.32% stake (948,830 ordinary shares) in Randall & Quilter Investment Holdings Limited ("R&Q") to Brian Marsh Enterprises Limited.  The total consideration of £1,019,992 represents a realised gain of £246,992 on the investment when compared to the carrying value of £773,000 as at 31st January 2016 (Note 27).

 

Mr B.P. Marsh, the Chairman and majority shareholder of the Company is also the Chairman and majority shareholder of Brian Marsh Enterprises Limited.  Ms C.S. Kenyon (a director of the Company) was also a director of Brian Marsh Enterprises Limited until her resignation from this company on 8th October 2015.

On 24th November 2015 the Marsh Christian Trust sold 171,000 ordinary shares in the Company that had originally been gifted to it for nil consideration in the year to 31st January 2015 for 152.25p per share.

 

On 17th December 2015 Mr B.P. Marsh gifted 180,000 ordinary shares in the Company to the Marsh Christian Trust for nil consideration.  On 22nd December 2015 the Marsh Christian Trust sold 150,000 of these shares for 153.00p per share, retaining an interest in 30,000 shares as at 31st January 2016.

 

All the above transactions were conducted on an arms length basis.

 

Of the total dividend payments made during the year of £802,093, £510,703 was paid to the directors or parties related to them (2015: total dividend payments of £803,825, of which £509,905 was paid to the directors or parties related to them).

 

 

27.     EVENTS AFTER THE REPORTING DATE

 

In February and March 2016 the Group provided the remaining £101,376 of an agreed £500,000 loan facility (£398,624 drawn down as at 31st January 2016) to Bulwark Investment Holdings (PTY) Limited ("Bulwark"); £73,073 provided on 15th February 2016 and £28,303 on 17th March 2016.  On 13th April 2016 the loan facility to Bulwark was increased by a further £100,000 to £600,000, with £50,000 of this facility drawn down immediately and a further £35,000 drawn down on 25th May 2016.  At the date of this report the total loans drawn down by Bulwark amount to £585,000, leaving a remaining undrawn facility of £15,000.

 

On 29th March 2016 the Group established an HMRC sanctioned Share Incentive Plan ("SIP").  A total of 97,652 ordinary shares in the Company (which were held in Treasury as at 31st January 2016) were transferred to the B.P. Marsh SIP Trust.  A total of 9 employees (including 4 executive directors of the Company) were eligible and applied for the 2015-16 SIP and were each granted 2,408 ordinary shares ("15-16 Free Shares"), representing £3,600 at the share price on the date of grant.  The 15-16 Free Shares are subject to a 1 year forfeiture period.  Additionally, a total of 9 eligible employees (including 4 executive directors of the Company) applied for the 2016-17 SIP and will each be granted a number of ordinary shares ("16-17 Free Shares"), representing £3,600 at the price of issue.  All eligible employees have been invited to take up the opportunity to acquire up to £1,800 worth of ordinary shares ("Partnership Shares") and for every Partnership Share that an employee acquires, the SIP Trust will offer two ordinary shares in the Company ("Matching Shares") up to a total of £3,600 worth of shares.  The 16-17 Free, Partnership and Matching Shares will be awarded on 27th June 2016, with the 16-17 Free and Matching Shares being subject to a 1 year forfeiture period.

 

On 6th April 2016 Mr B.P. Marsh, the Chairman and majority shareholder of the Company, transferred 584,000 ordinary shares in the Company to the Marsh Christian Trust, a grant-making charitable trust of which Mr B.P. Marsh is also Trustee and Settlor, for nil consideration.  This transfer takes the total number of shares held by the Marsh Christian Trust in the Company to 614,000 at the date of this report.

 

On 15th April 2016 the Group sold its entire 49% stake in The Broucour Group Limited ("Broucour") to the founder and managing director, Mr Rupert Cattell, for consideration of up to £341,000, which equates to the Group's 31st January 2016 valuation of its investment in Broucour.  The outstanding loan (£356,500 as at 31st January 2016 and £329,834 at the date of sale) will be repaid in full in instalments.

 

On 20th April 2016 the Group acquired a 20% shareholding in Asia Reinsurance Brokers Pte Limited ("ARB"), a Singapore headquartered independent specialist reinsurance and insurance risk solutions provider, for a total consideration of SGD 2,398,424 (£1,268,336).  The Group may increase its shareholding in ARB to 25% for an additional cash consideration of SGD 500,000 dependent on the performance of ARB in its financial year ending 31st December 2017.

 

On 4th May 2016 the Group sold its entire 1.32% stake (948,830 ordinary shares) in Randall & Quilter Investment Holdings Limited ("R&Q") to Brian Marsh Enterprises Limited, a company owned by Mr B.P. Marsh, the Chairman and majority shareholder of the Company.  The total consideration of £1,019,992 represents a realised gain of £246,992 on the investment when compared to the carrying value of £773,000 as at 31st January 2016.

 

 

28.     ULTIMATE CONTROLLING PARTY

 

The directors consider Mr B.P. Marsh to be the ultimate controlling party.

 

Notice

 

The financial information set out above does not constitute B.P. Marsh & Partners Plc's statutory accounts for the year to 31 January 2016 but is derived from those accounts. The statutory accounts for the year to 31 January 2016 have not yet been delivered to the Registrar of Companies. The auditors have reported on those accounts and have given the following opinion:-

 

·      the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at 31 January 2016 and of the Group's profit for the year then ended;

 

·      the Group's financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;

 

·      the Company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; and

 

·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

Approval

 

The financial statements were approved by the Board of Directors on 6 June 2016 for their release on 7 June 2016.

 

 

Analyst Briefing

 

An analyst presentation, hosted by the Executive Directors, will be held on Tuesday 7 June 2016 at 10:00 a.m. at the offices of B.P. Marsh & Partners Plc, 2nd Floor, 36 Broadway, London SW1H 0BH.

 

Please contact David Ison at Redleaf Communications on 020 7382 4732 or bpmarsh@redleafpr.com if you wish to attend.

 - 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

 

Financial PR

Redleaf Communications

 

 

bpmarsh@redleafpr.com

Emma Kane / David Ison

+44 (0)20 7382 4732

 

 

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 joining 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 has a number of nominee directorships over two investee companies 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 19 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.

 

 

- Ends -

 


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