Date: 21st October 2014
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")
Interim Results
Interim Results Announcement for the period to 31st July 2014
B.P. Marsh & Partners PLC, the niche venture capital provider to high growth businesses, announces its unaudited Group final results for the six months to 31st July 2014 (the "Period").
The financial highlights of the results are:
· Net Asset Value ("NAV") of £59.8m (31st July 2013: £56.9m)
· Increase in the Equity value of the Portfolio of 5.0% in the Period (and an increase of 13.7% since 31st July 2013)
· Profit after tax (unaudited) of £1.7m (31st July 2013: £1.4m)
· Final Dividend for the year ended 31st January 2014 of 2.75p per share paid in July 2014
· Increase of NAV per share to 205p (31st July 2013: 195p)
· Average NAV annual compound growth rate of 11.3% achieved since 1990
· Current cash balance of £7.9m
Chairman's Statement
I am pleased to present the unaudited Consolidated Financial Statements of B.P. Marsh & Partners Plc for the six month period to 31st July 2014.
During the period we have achieved a steady growth in the Equity value of the Portfolio, with an increase of 5.0% in the Period and an increase of 13.7% since 31st July 2013, excluding realisation proceeds.
The Group has increased its NAV to £59.8m (205p per share), with an average annual compound NAV growth rate of 11.3% achieved since 1990. During the Period, the Group generated an unaudited profit after tax of £1.7m.
The interim period has been one of bedding in our most recent acquisitions, particularly our new investments in Australia. We consider this territory to present interesting opportunities for our investee companies located there in the coming months and years, given Australia's increasing importance to the Lloyd's of London market.
Closer to home, LEBC, the national IFA in which we have a 35% stake, has recorded another year of growth and profitability, as well as winning two prestigious awards. Similarly, our Lloyd's insurance intermediary investments are developing well, with Besso extending its international reach and recording another year of growth.
Our Spanish investment, Summa, which has weathered stormy waters due to the Spanish economy over the past years, is making some encouraging progress and we hope that this will begin to gain traction as time goes on.
During the period we successfully realised our holding in the four PDGI businesses, which injected a further net £1m into our cash reserves after costs. We originally partnered with them in 1994 and supported these sister businesses through a diversification into Investment Management which commenced in 2002 and through a prolonged period of difficult trading, brought about by the global financial crisis in 2008.
Just after the period end we were very pleased to acquire a 5% stake in Nexus Underwriting Management Limited ("Nexus"), the independent specialty Managing General Agency (MGA), for a total consideration of £1.6m. We view Nexus as an exciting business with excellent growth prospects and look forward to partnering the Management team in developing the company in the coming months.
In recognition of the Group's consistent growth and future prospects, we were pleased to reward shareholders during the period with the payment on 25th July 2014 of a final dividend of 2.75p per share, with the aspiration that we will continue to pay a final dividend of at least the same amount in the coming two years.
Business Update
Summary of Developments in the Portfolio
Disposals
Portfolio Design Group International Limited
The Group disposed of its respective stakes, to its fellow shareholders, in Portfolio Design Group International Limited, Morex Commercial Limited, Preferred Asset Management Limited and New Horizons Nominees Limited (together the "PDGI Businesses") on 1st May 2014 for a combined cash consideration of £1.3m.
The Group considered this to be an opportune moment to exit and in keeping with the Company's strategy, delivering an internal rate of return of 24.5% per annum, including all income received.
This divestment delivered cash to the Group which has enabled it to undertake new opportunities. It has also allowed the PDGI Businesses to restructure their shareholder base accordingly and pursue new ventures as they see fit.
Portfolio Developments
Besso Insurance Group Limited ("Besso")
Besso announced its 31st December 2013 year end results, reporting an increase of brokerage income to £28.3m (2012: £24.0m), an uplift of over 17%, which is a solid achievement for Besso in what continues to be a challenging market. This increase was driven by all product lines. Overall turnover has increased during the year to £29.1m (2012: £26.2m), an improvement of 11.1%, with EBITDA increasing by 10% to £2.3m during 2013.
Besso continues to build on its ambition to grow globally and on 1st July 2014 received the appropriate licences to begin trading in its newly opened office in Rio de Janeiro, Brazil. Besso Brazil will provide a broad range of products including D&O, marine and specialist reinsurance products to its clients in Brazil, increasing the international reach from which its clients benefit.
This follows Besso's recent expansion into both the Middle East (Istanbul) and Australia.
LEBC Holdings Limited ("LEBC")
LEBC continues to perform well and in May 2014 announced its 30th September 2013 year-end results, declaring a profit of £0.8m for the year, a 38% increase in profit over the year-ended 30th September 2012 (£0.6m).
The Edinburgh-headquartered firm, which has 14 branches throughout the UK, also reported an increase in turnover of 8%, from £10.4m (in the year ended 30th September 2012) to £11.3m (in the year ended 30th September 2013).
In February 2014 LEBC won the prestigious 'Large [IFA] Firm of the Year' Award, and in March 2014 won, for the second year running, Money Marketing's 'Best Retirement Advisor' Award.
MB Prestige Holdings PTY Limited ("MB")
Following the Group's investment, MB had a successful 2013, reporting revenues of AUD 3.9m and a pre-tax profit of AUD 0.8m.
The Group can report that it received a dividend of AUD 0.2m, being its proportion of MB's declared dividend for the 2013 year, which the Group considers a pleasing initial return on investment.
The Group has focused on working with MB, alongside its London insurance broking investments, to develop its product offering in the high net worth arena in Australia.
Trireme Insurance Group Limited ("Trireme")
On 18th August 2014 US Risk (UK) Limited changed its name to Trireme Insurance Group Limited. The underlying businesses of Oxford Insurance Brokers Limited and James Hampden International Insurance Brokers Limited have retained their names. This re-branding coincided with Trireme moving into new offices at 6 Bevis Marks, enabling the Trireme businesses to operate from a single site.
On 29th May 2014, the Group subscribed to its pro-rata proportion of a £1.2m Rights Issue in Trireme. Total consideration paid amounted to £0.4m for newly issued B Ordinary Shares with the Group maintaining its shareholding. The Rights Issue was undertaken to provide financial support for the on-going development of the business.
Post Period Acquisition
On 14th August 2014 the Group announced that it had subscribed for a 5% Preferred Ordinary shareholding in Nexus Underwriting Management Limited ("Nexus"), the independent specialty Managing General Agency (MGA), for a total consideration of £1.6m. The funds will be used to assist the company in its growth ambitions.
Founded in 2008 by Colin Thompson, its CEO and Ian Whistondale, its Chairman, Nexus has grown rapidly in the six years since inception; from a standing start it has cumulatively underwritten in excess of US$350m Gross Written Premium.
Nexus has two operating subsidiaries, Nexus Underwriting Limited, which underwrites Speciality Insurance Products (Directors & Officers, Professional Indemnity, Financial Institutions and Accident & Health), and Nexus CIFS Limited, which specifically covers Trade Credit Insurance.
Nexus is one of the largest independent specialty MGAs in the London Market with a forecast Premium income in excess of £60m in 2014 (£55m in 2013). Commission income has risen from £0.9m in 2008 to a forecast of £13m in 2014, operating profit rising from £0.6m to a forecast of circa £3m over the same period.
The Group considered that the opportunity to invest in a well-established and fast-growing business, with on-going development potential and an experienced and ambitious management team, justified a smaller minority stake (at 5%) than is typical for the Company.
Dividend
The Group declared a final dividend of 2.75p per share on 24th March 2014, which received shareholder approval at the Company's Annual General Meeting, held on 23rd July 2014. The dividend was paid on 25th July 2014 to Shareholders registered at the close of business on 27th June 2014.
It remains the Board's aspiration to maintain at least this level of dividend for the years ending 31st January 2015 and 31st January 2016, subject to ongoing review and approval by the Board and the Shareholders.
The shift towards a regular dividend stream in recognition of the consistent growth and consolidation of the Group's investment portfolio demonstrates that the Group is an attractive capital and income investment.
The Management team remains positive about the Company's ability to generate long term returns from the existing investment portfolio, alongside an interesting pipeline of new investment opportunities.
Share Buy-Back
The Board continues to monitor and review the Group's buyback policy and considers that this strategy is worthwhile when the share price represents a significant discount to Net Asset Value. As such, during August 2014, the Group undertook a number of low volume daily share buy-backs.
Business Strategy
The Group typically invests amounts of up to £3m and only 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 8 years.
The Group usually requires its investee companies to adopt certain minority shareholder protections and appoint a director to its board.
Since 1990 the Group has generated an Average NAV annual compound growth rate of 11.3%. Its successful track record can be attributed to a number of factors that include a robust investment process, management's considerable sector experience and a flexible approach to exit.
Cash Balance
At the period end, the Group had £8.6m cash available for new investment opportunities after commitments. Currently the Group has a cash balance of £7.9m.
Outlook and New Business Opportunities
Insurance M&A activity continued to recover during the period and the Group received a strong flow of new opportunities in the sector, on both the broking and underwriting agent sides, in addition to financial services proposals in the retirement advisory, outsourcing and Software as a Service space.
During the period the Group received 27 new investment proposals. Of these, 17 fell within the insurance intermediary sector, one of the Group's specialist sectors.
The Group's investment strategy remains unchanged; to take minority positions in profitable businesses with strong management teams and good growth potential. We continue to see a number of investment opportunities with good management and business plans that would fit with our tried and tested business strategy and the Directors consider that the Group remains unique in its investment sector.
Brian Marsh OBE
20th October 2014
Investments
As at 31st July 2014 the Group's equity interests were as follows:
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: 37.9%
31st July 2014 valuation: £8,388,000
The Broucour Group Limited
In March 2008 the Group assisted in establishing Amberglobe, 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 for Amberglobe, and the Group financed the acquisition of Turner Butler.
Date of investment: March 2008
Equity stake: 49.0%
31st July 2014 valuation: £249,000
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 an insurance managing general agency specialising in developing D&O and PI business in Europe. The Group sold 80% of its holding to General Atlantic in July 2013, with the remaining holding being valued at the agreed option price.
Date of investment: November 1994
Equity: 2.5%
31st July 2014 valuation: £7,310,000
LEBC Holdings Limited
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: 34.9%
31st July 2014 valuation: £6,229,000
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: 40.0%
31st July 2014 valuation: £1,196,000
Randall & Quilter Investment Holdings plc
(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: 1.3%
31st July 2014 valuation: £1,490,000
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%
31st July 2014 valuation: £2,345,000
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: 48.6%
31st July 2014 valuation: £2,805,000
Trireme Insurance Group Limited
(www.oxfordinsurancebrokers.co.uk)
(www.jhinternational.co.uk)
In June 2010 the Group invested in Trireme Insurance Group Limited (formerly known as US Risk (UK) Ltd). This company is the sole shareholder of Oxford Insurance Brokers, an insurance broking business, specializing in professional indemnity cover and James Hampden International Insurance Brokers, a specialist international reinsurance and insurance broking company.
Date of investment: July 2010
Equity stake: 29.3%
31st July 2014 valuation: £1,994,000
Walsingham Motor Insurance Limited
(www.walsinghamunderwriting.com)
In December 2013 the Group invested in Walsingham Motor Insurance Limited, a new niche UK Motor Managing General Agency. Walsingham was established in August 2012 and commenced trading in July 2013 having secured primary capacity from Calpe.
Date of investment: December 2013
Equity stake: 30.0%
31st July 2014 valuation: £300,000
These investments have been valued in accordance with the accounting policies on Investments set out in note 1 of the Consolidated Financial Statements.
Consolidated Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31ST JULY 2014
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31ST JULY 2014
|
|
Unaudited |
|
Unaudited |
|
Audited |
|||
|
Notes |
31st July 2014 |
|
31st July 2013 |
|
31st January 2014 |
|||
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
21 |
|
|
13 |
|
|
18 |
|
Investments - equity portfolio |
4 |
32,351 |
|
|
27,344 |
|
|
31,710 |
|
Investments - treasury portfolio |
5 |
8,558 |
|
|
- |
|
|
9,289 |
|
Loans and receivables |
|
16,875 |
|
|
14,228 |
|
|
17,248 |
|
|
|
|
57,805 |
|
|
41,585 |
|
|
58,265 |
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
3,762 |
|
|
1,959 |
|
|
2,685 |
|
Cash and cash equivalents |
|
3,835 |
|
|
22,403 |
|
|
5,502 |
|
|
|
|
7,597 |
|
|
24,362 |
|
|
8,187 |
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Carried interest provision |
10 |
- |
|
|
(284) |
|
|
(197) |
|
Corporation tax provision |
6 |
(6) |
|
|
(2,317) |
|
|
- |
|
Deferred tax liabilities |
9 |
(3,140) |
|
|
(2,590) |
|
|
(2,736) |
|
|
|
|
(3,146) |
|
|
(5,191) |
|
|
(2,933) |
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
(299) |
|
|
(3,869) |
|
|
(558) |
|
Corporation tax provision |
|
(2,116) |
|
|
- |
|
|
(4,038) |
|
|
|
|
(2,415) |
|
|
(3,869) |
|
|
(4,596) |
|
|
|
|
|
|
|
|
|
|
NET ASSETS |
|
|
£59,841 |
|
|
£56,887 |
|
|
£58,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL AND RESERVES - |
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
|
2,923 |
|
|
2,923 |
|
|
2,923 |
Share premium account |
|
|
9,370 |
|
|
9,370 |
|
|
9,370 |
Fair value reserve |
|
|
10,723 |
|
|
7,751 |
|
|
9,743 |
Reverse acquisition reserve |
|
|
393 |
|
|
393 |
|
|
393 |
Capital redemption reserve |
|
|
6 |
|
|
6 |
|
|
6 |
Retained earnings |
|
|
36,426 |
|
|
36,444 |
|
|
36,488 |
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' FUNDS - EQUITY |
7 |
|
£59,841 |
|
|
£56,887 |
|
|
£58,923 |
The Interim Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 20th October 2014
and signed on its behalf by:
B.P. Marsh & J.S. Newman
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31ST JULY 2014
|
|
|
|
|
1The financial income as noted in the Consolidated Statement of Comprehensive Income is £233k (6 months to 31st July 2013: £5k & 12 months to 31st January 2014: £138k). The financial income in the Consolidated Statement of Cash Flows excludes realised and unrealised income of £200k (6 months to 31st July 2013: £Nil & 12 months to 31st January 2014: £78k) arising from the Group's treasury investments as this is a non-cash movement.
2The financial expenses as noted in the Consolidated Statement of Comprehensive Income are £27k (6 months to 31st July 2013: £66k & 12 months to 31st January 2014: £78k). The financial expenses in the Consolidated Statement of Cash Flows excludes treasury management costs of £27k (6 months to 31st July 2013: £Nil & 12 months to 31st January 2014: £12k) as this is a non-cash movement.
3The exchange movement as noted in the Consolidated Statement of Comprehensive Income is a loss of £(59)k (6 months to 31st July 2013: gain of £39k & 12 months to 31st January 2014: loss of £(108)k. The exchange movement in the Consolidated Statement of Cash Flows excludes an exchange loss of £(55)k (6 months to 31st July 2013: gain of £39k & 12 months to 31st January 2014: loss of £(108)k) relating to the revaluation of loans denominated in Euros and Australian Dollars as this is a non-cash movement.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31ST JULY 2014
|
|
Unaudited |
Unaudited |
Audited |
|
|
6 months to |
6 months to |
Year to |
|
|
31st July 2014 |
31st July 2013 |
31st January 2014 |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Opening total equity |
|
58,923 |
55,455 |
55,455 |
Total recognised income for period |
|
1,721 |
1,432 |
3,833 |
Dividends paid |
|
(803) |
- |
(365) |
Total equity |
|
£59,841 |
£56,887 |
£58,923 |
Refer to Note 7 for detailed analysis of the changes in the components of equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST JULY 2014
1. ACCOUNTING POLICIES
Basis of preparation of financial statements
These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted for use by the European Union ("IFRS"), and in accordance with the Companies Act 2006.
The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and financial liabilities through the profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates particularly in relation to investment valuation. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.
These interim consolidated financial statements were approved by the Board on 20th October 2014. They have not been audited nor reviewed by the Group's Auditors, as is the case with the comparatives to 31st July 2013, and do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The financial statements have been prepared using the accounting policies and presentation that were applied in the audited financial statements for the year ended 31st January 2014. Those accounts, upon which the Group's Auditors issued an unqualified opinion, have been filed with the Registrar of Companies and do not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Basis of consolidation
The Group financial statements consolidate the results and net assets of the Company and all of its subsidiary undertakings.
Business Combinations
The results of subsidiary undertakings are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Accounting policies of the subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
All business combinations are accounted for by using the acquisition accounting method. This involves recognising identifiable assets and liabilities of the acquired business at fair value. Goodwill represents the excess of the fair value of the purchase consideration for the interests in subsidiary undertakings over the fair value to the Group of the net assets and any contingent liabilities acquired.
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Investments that are held as part of the Group's investment portfolio are carried in the 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, 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.
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 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 period. 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.
Carried interest provision
This represents the amount payable to a director in the event of a particular equity investment being sold and is calculated on the fair value of that investment at the end of each reporting period.
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 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.
Bonus provision
There is no contractual obligation on the Group to pay bonuses to employees and as such no provision has been made in the operating expenses within the Consolidated Statement of Comprehensive Income for the period to 31st July 2014 (as was also the case with the interims to 31st July 2013). However, the Consolidated Statement of Comprehensive Income to 31st January 2014 does include such a provision where discretionary awards were made for the year-end.
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 and Non-UK. The UK segment includes the 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 |
Geographic segment 2: Non-UK |
Group |
|||
|
|
|
|
|
|
|
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Income net of losses on investment |
1,960 |
2,746 |
932 |
(278) |
2,892 |
2,468 |
Operating expenses |
(720) |
(695) |
(209) |
(133) |
(929) |
(828) |
Segment operating profit / (loss) |
1,240 |
2,051 |
723 |
(411) |
1,963 |
1,640 |
|
|
|
|
|
|
|
Financial income |
181 |
4 |
52 |
1 |
233 |
5 |
Financial expenses |
(21) |
(55) |
(6) |
(11) |
(27) |
(66) |
Exchange movements |
(2) |
- |
(57) |
39 |
(59) |
39 |
Profit / (loss) before tax |
1,398 |
2,000 |
712 |
(382) |
2,110 |
1,618 |
Income tax |
(240) |
(274) |
(149) |
88 |
(389) |
(186) |
Profit / (loss) for the period |
£1,158 |
£1,726 |
£563 |
£(294) |
£1,721 |
£1,432 |
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:
|
Total income attributable to the investee company (£'000) |
% of total realised operating income |
Reportable geographic segment |
|||
|
|
|
|
|
|
|
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
Investee Company |
|
|
|
|
|
|
Besso Insurance Group Limited |
435 |
402 |
32 |
37 |
1 |
1 |
Hyperion Insurance Group Limited |
225 |
266 |
16 |
25 |
1 |
1 |
Trireme Insurance Group Limited* |
179 |
132 |
13 |
12 |
1&2 |
1&2 |
LEBC Holdings Limited** |
142 |
- |
10 |
- |
1 |
- |
Summa Insurance Brokerage, S.L** |
130 |
- |
10 |
- |
2 |
- |
|
|
|
|
|
|
|
*On 18th August 2014 U.S. Risk (UK) Limited formally changed its name to Trireme Insurance Group Limited.
**There are no prior period comparatives shown for both LEBC Holdings Limited and Summa Insurance Brokerage, S.L as the total realised income derived from these investee companies in that period did not exceed the 10% threshold prescribed by IFRS 8 Operating Segments.
2. SEGMENTAL REPORTING (continued)
|
Geographic segment 1: UK |
Geographic segment 2: Non-UK |
Group |
||||||
|
|
|
|
|
|
|
|||
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|||
|
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
6 months to 31st July |
|||
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
|
|
|
|
|
|
|||
Non-current assets |
|
|
|
|
|
|
|||
Property, plant and equipment |
17 |
11 |
4 |
2 |
21 |
13 |
|||
Investments - equity portfolio |
26,005 |
22,364 |
6,346 |
4,980 |
32,351 |
27,344 |
|||
Investments - treasury portfolio |
8,558 |
- |
- |
- |
8,558 |
- |
|||
Loans and receivables |
13,756 |
12,501 |
3,119 |
1,727 |
16,875 |
14,228 |
|||
|
48,336 |
34,876 |
9,469 |
6,709 |
57,805 |
41,585 |
|||
Current assets |
|
|
|
|
|
|
|||
Trade and other receivables |
3,486 |
1,515 |
276 |
444 |
3,762 |
1,959 |
|||
Cash and cash equivalents |
3,835 |
22,403 |
- |
- |
3,835 |
22,403 |
|||
Deferred tax assets |
- |
- |
- |
103 |
- |
103 |
|||
|
7,321 |
23,918 |
276 |
547 |
7,597 |
24,465 |
|||
|
|
|
|
|
|
|
|||
Total assets |
55,657 |
58,794 |
9,745 |
7,256 |
65,402 |
66,050 |
|||
Non-current liabilities |
|
|
|
|
|
|
|||
Carried interest provision |
- |
(284) |
- |
- |
- |
(284) |
|||
Corporation tax provision |
(6) |
(2,317) |
- |
- |
(6) |
(2,317) |
|||
Deferred tax liabilities |
(3,009) |
(2,693) |
(131) |
- |
(3,140) |
(2,693) |
|||
|
(3,015) |
(5,294) |
(131) |
- |
(3,146) |
(5,294) |
|||
Current liabilities |
|
|
|
|
|
|
|||
Trade and other payables |
(299) |
(3,869) |
- |
- |
(299) |
(3,869) |
|||
Corporation tax provision |
(2,116) |
- |
- |
- |
(2,116) |
- |
|||
|
(2,415) |
(3,869) |
- |
- |
(2,415) |
(3,869) |
|||
|
|
|
|
|
|
|
|||
Total liabilities |
(5,430) |
(9,163) |
(131) |
- |
(5,561) |
(9,163) |
|||
|
|
|
|
|
|
|
|||
Net assets |
£50,227 |
£49,631 |
£9,614 |
£7,256 |
£59,841 |
£56,887 |
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
Additions to property, plant and equipment |
5 |
7 |
1 |
1 |
6 |
8 |
|||
|
|
|
|
|
|
|
|||
Depreciation of property, plant and equipment |
3 |
2 |
1 |
- |
4 |
2 |
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
Cash flow arising from: |
|
|
|
|
|
|
|||
Operating activities |
(92) |
855 |
46 |
(200) |
(46) |
655 |
|||
Investing activities |
(313) |
28,683 |
- |
(1,945) |
(313) |
26,738 |
|||
Financing activities |
(1,304) |
(6,777) |
- |
- |
(1,304) |
(6,777) |
|||
Change in cash and cash equivalents |
(1,709) |
22,761 |
46 |
(2,145) |
(1,663) |
20,616 |
|||
|
|
|
|
|
|
|
|||
|
Geographic segment 1: UK |
Geographic segment 2: Non-UK |
Group |
|
|
|
|
|
Audited |
Audited |
Audited |
|
31st January |
31st January |
31st January |
|
2014 |
2014 |
2014 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Operating income |
5,949 |
160 |
6,109 |
Operating expenses |
(1,679) |
(308) |
(1,987) |
Segment operating profit / (loss) |
4,270 |
(148) |
4,122 |
|
|
|
|
Financial income |
117 |
21 |
138 |
Financial expenses |
(66) |
(12) |
(78) |
Exchange movements |
- |
(108) |
(108) |
Profit / (loss) before tax |
4,321 |
(247) |
4,074 |
Income tax |
(293) |
52 |
(241) |
Profit / (loss) for the year |
£4,028 |
£(195) |
£3,833 |
2. SEGMENTAL REPORTING (continued)
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:
|
Total income attributable to the investee company (£'000) |
% of total realised operating income |
Reportable geographic segment |
|
|
|
|
|
Audited |
Audited |
Audited |
|
31st January |
31st January |
31st January |
|
2014 |
2014 |
2014 |
Investee Company |
|
|
|
Besso Insurance Group Limited |
876 |
39 |
1 |
Hyperion Insurance Group Limited |
552 |
24 |
1 |
Trireme Insurance Group Limited |
292 |
13 |
1&2 |
|
Geographic segment 1: UK |
Geographic segment 2: Non-UK |
Group |
|
|
|
|
|
Audited |
Audited |
Audited |
|
31st January |
31st January |
31st January |
|
2014 |
2014 |
2014 |
|
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
Property, plant and equipment |
15 |
3 |
18 |
Investments - equity portfolio |
25,989 |
5,721 |
31,710 |
Investments - treasury portfolio |
9,289 |
- |
9,289 |
Loans and receivables |
14,074 |
3,174 |
17,248 |
|
49,367 |
8,898 |
58,265 |
Current assets |
|
|
|
Trade and other receivables |
2,460 |
225 |
2,685 |
Cash and cash equivalents |
5,502 |
- |
5,502 |
Deferred tax assets |
- |
40 |
40 |
|
7,962 |
265 |
8,227 |
|
|
|
|
Total assets |
57,329 |
9,163 |
66,492 |
Non-current liabilities |
|
|
|
Loans and other payables |
- |
- |
- |
Carried interest provision |
(197) |
- |
(197) |
Deferred tax liabilities |
(2,776) |
- |
(2,776) |
|
(2,973) |
- |
(2,973) |
Current liabilities |
|
|
|
Trade and other payables |
(558) |
- |
(558) |
Corporation tax provision |
(4,038) |
- |
(4,038) |
|
(4,596) |
- |
(4,596) |
|
|
|
|
Total liabilities |
(7,569) |
- |
(7,569) |
|
|
|
|
Net assets |
£49,760 |
£9,163 |
£58,923 |
|
Geographic segment 1: UK |
Geographic segment 2: Non-UK |
Group |
|
|
|
|
|
Audited |
Audited |
Audited |
|
31st January |
31st January |
31st January |
|
2014 |
2014 |
2014 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Additions to property, plant and equipment |
14 |
3 |
17 |
|
|
|
|
Depreciation of property, plant and equipment |
5 |
1 |
6 |
|
|
|
|
|
|
|
|
Cash flow arising from: |
|
|
|
Operating activities |
684 |
21 |
705 |
Investing activities |
16,542 |
(2,425) |
14,117 |
Financing activities |
(9,513) |
(1,594) |
(11,107) |
Change in cash and cash equivalents |
7,713 |
(3,998) |
3,715 |
3. EARNINGS PER SHARE FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
31st July 2014 |
|
31st July 2013 |
|
31st January 2014 |
|
|
£'000 |
|
£'000 |
|
£'000 |
Earnings |
|
|
|
|
|
|
Earnings for the period |
|
1,721 |
|
1,432 |
|
3,833 |
Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity shareholders |
|
1,721 |
|
1,432 |
|
3,833 |
Earnings per share - basic and diluted |
|
5.9p |
|
4.9p |
|
13.1p |
|
|
|
|
|
|
|
Number of shares |
|
Number |
|
Number |
|
Number |
Weighted average number of ordinary shares for the purposes of basic earnings per share |
|
29,230,000 |
|
29,230,000 |
|
29,230,000 |
|
|
|
|
|
|
|
Number of dilutive shares under option |
|
Nil |
|
Nil |
|
Nil |
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of dilutive earnings per share |
|
29,230,000 |
|
29,230,000 |
|
29,230,000 |
|
|
|
|
|
|
|
4. NON-CURRENT INVESTMENTS - EQUITY PORTFOLIO
Group Investments |
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
31st July 2014 |
|
31st July 2013 |
|
31st January 2014 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
At valuation |
|
|
|
|
|
|
At 1st February |
|
31,710 |
|
52,711 |
|
52,711 |
Additions |
|
351 |
|
2,282 |
|
4,272 |
Disposals |
|
(1,238) |
|
(29,017) |
|
(29,017) |
Movement in valuation |
|
1,528 |
|
1,368 |
|
3,744 |
|
|
|
|
|
|
|
At period end |
|
£32,351 |
|
£27,344 |
|
£31,710 |
|
|
|
|
|
|
|
At cost |
|
|
|
|
|
|
At 1st February |
|
18,453 |
|
17,969 |
|
17,969 |
Additions |
|
351 |
|
2,282 |
|
4,272 |
Disposals |
|
(703) |
|
(3,788) |
|
(3,788) |
|
|
|
|
|
|
|
At period end |
|
£18,101 |
|
£16,463 |
|
£18,453 |
|
|
|
|
|
|
|
The principal addition relates to the following transaction in the period:
On 29th May 2014 the Group subscribed to its pro-rata proportion of a £1,200,000 Rights Issue in Trireme Insurance Group Limited ("Trireme") (formerly known as U.S. Risk (UK) Limited*). Total consideration paid amounted to £351,000 for 351,000 newly issued B Ordinary shares (£1 per share) with the Group maintaining its 29.28% holding in Trireme as at 31st July 2014.
The principal disposal in the period relates to the following transaction:
On 1st May 2014 the Group sold, to its fellow shareholders, its respective 20% stakes in Portfolio Design Group International Limited, Morex Commercial Limited, Preferred Asset Management Limited and New Horizons Nominees Limited (together the "PDGI businesses") for £1,250,000 in cash. As outlined in Note 10, S.S. Clarke, a non-executive Director of the Company, is entitled to 20% of any gain on the sale of the PDGI businesses after the deduction of expenses. Consequently, on 2nd May 2014 the Group paid S.S. Clarke £197,033 in respect of his entitlement due on the sale of the PDGI businesses as per the carried interest agreement between the Group and S.S. Clarke.
The unquoted investee companies, which are registered in England except Summa Insurance Brokerage, S.L. (Spain) and MB Prestige Holdings Pty Limited (Australia) 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 |
|
|
|
|
£ |
£ |
|
|
|
|
|
|
|
|
The Broucour Group Limited |
49.00 |
30.04.13 |
(639,935) |
149,794 |
Business transfer agents |
|
|
|
|
|
|
|
|
|
Besso Insurance Group Limited |
37.94 |
31.12.13 |
8,337,249 |
32,099 |
Insurance intermediary |
|
|
|
|
|
|
|
|
Hyperion Insurance Group Limited |
2.47 |
30.09.13 |
24,812,000 |
9,874,000 |
Insurance holding company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEBC Holdings Limited |
34.91 |
30.09.13 |
725,568 |
586,765 |
Independent financial advisor company |
|
|
|
|
|
|
|
|
MB Prestige Holdings Pty Limited |
40.00 |
31.12.13 |
877,661 |
292,355 |
Specialist Australian Motor Managing General Agency |
|
|
|
|
|
|
|
|
Neutral Bay Investments Limited |
49.90 |
- |
- |
- |
Investment holding company |
|
|
|
|
|
|
|
|
Summa Insurance Brokerage, S.L. |
48.625 |
31.12.12 |
8,860,443 |
(31,059) |
Consolidator of regional insurance brokers |
|
|
|
|
|
|
|
|
Trireme Insurance Group Limited* |
29.28 |
31.12.13 |
1,260,455 |
(619,279) |
Holding company for insurance intermediaries |
|
|
|
|
|
|
|
|
Walsingham Motor Insurance Limited |
30.00 |
30.09.13 |
(378,118) |
(379,118) |
Specialist |
|
|
|
|
|
|
|
*On 18th August 2014 U.S. Risk (UK) Limited formally changed its name to Trireme Insurance Group Limited.
In addition, as at 31st July 2014 the Group held 1.33% of the share capital of Randall & Quilter Investment Holdings Limited ("R&Q"). R&Q is an AIM listed company. Since 4th July 2013 R&Q has become domiciled in Bermuda.
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.
5. NON-CURRENT INVESTMENTS - TREASURY PORTFOLIO
Group |
|
Unaudited |
|
Unaudited |
|
Audited |
At valuation |
|
31st July 2014 |
|
31st July 2013 |
|
31st January 2014 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Market value at 1st February |
|
9,289 |
|
- |
|
- |
Additions at cost |
|
1,039 |
|
- |
|
12,000 |
Disposals |
|
(1,942) |
|
- |
|
(2,777) |
Change in value in the year |
|
172 |
|
- |
|
66 |
Market value at period end |
|
£8,558 |
|
£ - |
|
£9,289 |
|
|
|
|
|
|
|
Investment fund split: |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAM London Limited |
|
5,480 |
|
- |
|
5,544 |
Rothschild New Court Fund |
|
- |
|
- |
|
732 |
Banque Heritage SA |
|
3,078 |
|
- |
|
3,013 |
Total |
|
£8,558 |
|
£ - |
|
£9,289 |
|
|
|
|
|
|
|
The treasury portfolio comprises of investment funds managed and valued by the Group's investment managers, GAM London Limited, Rothschild Wealth Management (UK) 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 £27,469 (interim 6 months to 31st July 2013: £Nil and full year to 31st January 2014: £12,549) were charged to the Consolidated Statement of Comprehensive Income during the period.
6. REALISED GAINS ON DISPOSAL OF EQUITY INVESTMENTS
The amount included in realised gains on disposal of equity investments for the current period is £Nil. During the period the Group disposed of its investments inPortfolio 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.
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 has been reduced by estimated tax payable on disposal of £5,761 and £197,033 of carried interest paid (Note 10). 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.
The amount included in realised gains on disposal of equity investments for the interim 6 months to 31st July 2013 and for the full year to 31st January 2014 was a net gain of £11,604 which was in respect of the Group's disposal of 80% of its investment in Hyperion Insurance Group Limited ("Hyperion") at its carrying value of £29,017,000 for a consideration of £29,242,304 in July 2013. This resulted in a gross realised gain on disposal of £225,304, reduced by disposal costs totalling £213,700, to give a net realised gain of £11,604.
In the year to 31st January 2014 the above Hyperion disposal also resulted in a net release to Retained Earnings from the Fair Value Reserve of £19,791,304, comprising of a £25,228,770 release of fair value which was reduced by tax payable on disposal of £5,437,466. In the interim 6 months to 31st July 2013 the net release to Retained Earnings was £19,699,927, comprising of a £25,228,770 release of fair value which was reduced by estimated tax payable on disposal of £5,528,843. The tax payable on disposal was subsequently re-evaluated and reduced to £5,437,466 as at 31st January 2014.
7. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
|
|
|
|
|
|
|
|
|
|
Share |
|
Reverse |
Capital |
|
|
|
Share |
premium |
Fair value |
acquisition |
Redemption |
Retained |
|
|
capital |
account |
reserve |
reserve |
reserve |
earnings |
Total |
|
(£'000) |
(£'000) |
(£'000) |
(£'000) |
(£'000) |
(£'000) |
(£'000) |
|
|
|
|
|
|
|
|
At 31st January 2014 |
2,923 |
9,370 |
9,743 |
393 |
6 |
36,488 |
58,923 |
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
1,312 |
- |
- |
409 |
1,721 |
|
|
|
|
|
|
|
|
Net transfers on sale of investments (Note 6) |
- |
- |
(332) |
- |
- |
332 |
- |
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(803) |
(803) |
|
|
|
|
|
|
|
|
At 31st July 2014 |
£2,923 |
£9,370 |
£10,723 |
£393 |
£6 |
£36,426 |
£59,841 |
|
|
|
|
|
|
|
|
8. LOAN AND EQUITY COMMITMENTS
On 22nd July 2010 (as varied on 8th August 2012) the Group entered into an agreement to provide a loan facility of £1,950,000 to Trireme Insurance Group Limited ("Trireme") (formerly known as U.S. Risk (UK) Limited), an investee company. As at 31st January 2014 Trireme had drawn down £1,800,000 of its previously agreed £1,950,000 loan facility, however on 29th May 2014 the Group agreed to provide an additional loan facility of £469,515. This loan facility was provided in addition to the £1,800,000 already drawn down as at 31st January 2014, bringing the total agreed loan facility to £2,269,515. As at 31st July 2014 £2,094,774 of this facility had been drawn down, leaving a remaining undrawn facility of £174,741.
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 July 2014 £333,000 of this facility had been drawn down. Together with £2,750,000 of 14% loan stock and other loans of £3,171,262, total loans drawn down as at 31st July 2014 amounted to £5,921,262, with a remaining undrawn facility of £414,000.
9. DEFERRED TAX AND CONTINGENT LIABILITIES
The Directors estimate that, if the Group were to dispose of all its investments at the amount stated in the Consolidated Statement of Financial Position, £3,140,000 (interim 6 months to 31st July 2013: £2,590,000 and full year to 31st January 2014: £2,736,000) of tax on capital gains would become payable by the Group at the current corporation tax rate of 21%. This amount is fully provided for in the financial statements.
On 2nd July 2013 the Government substantively enacted a reduced corporation tax rate of 20% with effect from 1st April 2015. If the Group were to dispose of all of its investments at the amount stated in the Consolidated Statement of Financial Position after 1st April 2015, the Directors estimate that £2,991,000 of tax on capital gains would become payable by the Group at the reduced rate of 20%. This would represent a reduction of £149,000 on the amount currently provided for in the financial statements.
The Group has entered into long-term incentive arrangements with certain employees and directors. 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. £30,000 is due to be paid on 15th May 2015 and £30,000 on 15th May 2016. No amount has been included in these financial statements as the performance conditions relating to these incentives had not been met at the time of the reporting period.
10. DIRECTOR'S INTEREST IN CONTRACTS
As at the period end there were no director's interests in any contracts with any investments (carried interest provided for as at 31st July 2013: £284,000 and as at 31st January 2014: £197,033).
The carried interest provided in the Consolidated Statement of Financial Position as at 31st July 2013 and 31st January 2014 represented S.S. Clarke's entitlement to a maximum of 20% of any gain, after deducting expenses and following the repayment of all loans, redemption of all preference shares, loan stock and equivalent finance provided by the Company, on the sale of the Group's equity investments in Portfolio Design Group International Limited, Morex Commercial Limited, Preferred Asset Management Limited and New Horizons Nominees Limited (together the "PDGI businesses").
As outlined in Note 4, on 1st May 2014 the Group sold its entire investment in the PDGI businesses and on 2nd May 2014 the Group paid S.S. Clarke £197,033 in settlement of his carried interest entitlement in respect of this sale. No amounts were paid under this arrangement in the interim 6 months to 31st July 2013 and full year to 31st January 2014.
11. LOANS AND OTHER PAYABLES
In the 6 months to 31st July 2013 and 12 months to 31st January 2014, the Group drew down in full its £4,325,000 loan facility, which certain directors, and companies controlled by the directors, or other related parties, agreed to provide to the Group during the year to 31st January 2011. The loan facility was secured on the assets of the Company and accrued interest at a rate of UK Base Rate + 4% (subject to a minimum of 6.5%). Following the partial sale of the Group's investment in Hyperion Insurance Group Limited in July 2013, the Group repaid the outstanding loan in full, at which time the facility expired.
As the facility expired in July 2013, no interest on this loan facility has been charged to the Consolidated Statement of Comprehensive Income for the current period (interim 6 months to 31st July 2013: £65,608 and full year to 31st January 2014: £65,608).
Analyst Briefing
An analyst presentation, hosted by Brian Marsh OBE, Chairman, Jonathan Newman, Finance Director, and fellow Directors Camilla Kenyon and Dan Topping will be held at 10:00 a.m. today at the Company's office: 2nd Floor, 36 Broadway, London, SW1H 0BH.
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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
PR Adviser
Redleaf Polhill bpmarsh@redleafpr.com
Emma Kane / Dwight Burden / David Ison +44 (0)20 7382 4730
Notes to Editors:
About B.P. Marsh & Partners Plc
B.P. Marsh's current portfolio contains eleven companies. More detailed descriptions of the portfolio can be found at www.bpmarsh.co.uk.
Since formation over 20 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.
Jonathan Newman is a Chartered Management Accountant and is the Group Director of Finance and has over 17 years' experience in the financial services industry. Jonathan advises investee companies and has a number of non-executive appointments over three investee companies and evaluates new investment opportunities.
Daniel Topping is a Member of the Chartered Institute of Securities and Investment (MCSI) and an Associate of the Institute of Chartered Secretaries and Administrators (ACIS), having graduated from the University of Durham in 2005. Dan joined B.P. Marsh in February 2007 having started his career at an accountancy firm. In 2011 he was appointed as a director of B.P. Marsh and currently has a number of non-executive appointments over six investee companies and evaluates new investment opportunities.
Camilla Kenyon was appointed as Head of Investor Relations at B.P. Marsh in February 2009, having four years' prior experience with the Company. Camilla has a number of non-executive appointments over two investee companies, is Chair of the New Business Committee and is a Member of the Investor Relations Society.
Natasha Dunbar has over 18 years' experience in the financial services industry. Having joined the Company in 1994 she was made managing director in March 2002, subsequently becoming a non-executive director of the Company in 2008, a position she held for five years. Natasha was reappointed as a Director in February 2013 and holds a non-executive appointment at one of our investee companies.
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