Director/PDMR Shareholding

RNS Number : 2734R

B.P. Marsh & Partners PLC

13 June 2018

 

Date:                            13^th June 2018

On behalf of:                 B.P. Marsh & Partners Plc

Immediate release

B.P. Marsh & Partners PLC 

("B.P. Marsh" or the "Company")

Director/PDMR Shareholding

Ordinary Shares issued under the Company's Joint Share Ownership Plan ("JSOP") and Share Incentive Plan

Transfer of shares held in treasury

B.P. Marsh announces that, on 12^th June 2018, it issued and allotted 1,461,302 new ordinary shares of £0.10 each ("Ordinary Shares") pursuant to the B.P. Marsh Employees' Joint Share Ownership Plan ("the JSOP").

The JSOP has been implemented in order to follow on from the Company's successful debut Joint Share Ownership Plan which was in existence between November 2014 - November 2017. During this time the Company's share price rose from £1.38 to £2.45 and the Company hopes that aligning its management team and shareholders with another similar scheme will serve to assist in replicating this growth going forward.

The new Ordinary Shares ("the jointly owned shares") have been issued into the name of RBC cees Trustee Limited as trustee of the B.P. Marsh Employees' Share Trust ("the Trust") at a subscription price of £2.81, being the mid-market closing price on 12^th June 2018.

The jointly owned shares are beneficially owned by (i) each of the participating employees listed below and (ii) the trustee of the Trust upon and subject to the terms of joint ownership agreements ("JOAs") entered into between the participating employee, the Company and the Trustee.  The awards will vest over a period of three years from the date of the award.

The terms of the JOAs provide that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that:

i.          the participant receives an amount equal to:

a.   any growth in the market value of the jointly owned Ordinary Shares above the initial market value per share; less

b.   a "carrying cost" (equivalent to simple interest at 3.75 per cent per annum on the initial market value accruing to the Trustee over the three years from the date of award); and

ii.          the Trust retains the initial market value of the jointly owned shares plus the carrying cost.

Alternatively, on vesting, the participant and the Trustee may exchange their respective interests in the jointly owned shares such that each becomes the sole owner of a number of Ordinary Shares of equal value to their joint interests.

Participants will therefore receive value from the jointly owned shares only if and to the extent that the share value grows above the initial market value plus the carrying cost.

The £146,130.20 nominal value of the new Ordinary Shares has been paid by the Trust out of funds advanced to it by the Company with the remainder of the subscription price left outstanding until such time as the jointly owned shares are sold. The Company has waived its lien on the new Ordinary Shares such that there are no restrictions on their transfer.

Note:

The Plan was established and approved by resolution of the Remuneration Committee of the Company on 6^th June 2018 and provides for the acquisition by employees, including executive directors, of beneficial interests as joint owners (with the Trust) of Ordinary Shares in the Company upon the terms of a JOA as set out above.

Ordinary Shares awarded under Share Incentive Plan

B.P. Marsh also announces that, on 12^th June 2018, it:

i.          issued and allotted 26,303 new ordinary shares of £0.10 each; and

ii.          transferred out of treasury an additional 21,009 ordinary shares

pursuant to the B.P. Marsh & Partners Plc Share Incentive Plan ("the SIP"). The newly-issued shares were subscribed for by the SIP Trustee at £2.81 per share, being the mid-market closing price on 12^th June 2018, and granted today to eligible employees.

The SIP is a tax-advantaged statutory share scheme under which all eligible employees of the Company may be awarded up to £3,600 of "Free Shares", invited to purchase up to £1,800 of "Partnership Shares" at market value, and awarded up to an additional two "Matching Shares" for every Partnership Share they purchase.

Effect of the transactions

The shareholdings of participating PDMRs following the transaction will be as follows:

Name	Interests in jointly owned Ordinary Shares issued under JSOP	Partnership Shares purchased under the SIP*	Free and Matching Share awards*	Other interests in Ordinary Shares**	Total Shareholding
Alice Foulk	167,465	640	2,562	16,184	186,851
Camilla Kenyon	167,465	640	2,562	18,044	188,711
Daniel Topping	167,465	640	2,562	78,462	249,129
Jonathan Newman	167,465	640	2,562	16,256	186,923
Sinead O'Haire	167,465	640	2,562	28,109	198,776

*These columns refer only to the SIP awards made on 13 June 2018.

**This refers to the all other share interests held by each PDMR of whatever kind including any awards made under share plans established by the Company in previous years.

Application for Admission of Ordinary Shares and total Voting Rights

Application has been made for the admission to trading on AIM ("Admission") of the 1,487,605 new Ordinary Shares, and it is expected that Admission will be effective on 19^th June 2018.

The new Ordinary Shares will rank pari passu with the Company's existing issued Ordinary Shares. The Company's issued share capital following Admission will comprise 30,713,645 Ordinary Shares with voting rights, with no Ordinary Shares held in treasury, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

PDMR disclosures

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alice Foulk
2	Reason for notification
a)	Position / status	Managing Director (PDMR)
b)	Initial notification / amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	B.P. Marsh & Partners Plc
b)	LEI	2138008G8EPE3HAHEM13
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 10 pence each
	Identification code	ISIN: GB00B0XLRJ79
b)	Nature of the transaction	(i)            Grant of jointly owned shares pursuant to the Company's JSOP; and (ii)           grant of ordinary shares pursuant to the Company's SIP
c)	Price(s) and volumes(s)	Price(s) Volume(s) (i)  2.81 167,465 (ii)  2.81 3,202
d)	Aggregated information	N/A (single transaction)
e)	Date of the transaction	2018-06-13
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Camilla Kenyon
2	Reason for notification
a)	Position / status	Executive Director (PDMR)
b)	Initial notification / amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	B.P. Marsh & Partners Plc
b)	LEI	2138008G8EPE3HAHEM13
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 10 pence each
	Identification code	ISIN: GB00B0XLRJ79
b)	Nature of the transaction	(i)            Grant of jointly owned shares pursuant to the Company's JSOP (ii)           Grant of ordinary shares pursuant to the Company's SIP
c)	Price(s) and volumes(s)	Price(s) Volume(s) (i)  2.81 167,465 (ii)  2.81 3,202
d)	Aggregated information	N/A (single transaction)
e)	Date of the transaction	2018-06-13
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Daniel Topping
2	Reason for notification
a)	Position / status	Chief Investment Officer (PDMR)
b)	Initial notification / amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	B.P. Marsh & Partners Plc
b)	LEI	2138008G8EPE3HAHEM13
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 10 pence each
	Identification code	ISIN: GB00B0XLRJ79
b)	Nature of the transaction	(i)            Grant of jointly owned shares pursuant to the Company's JSOP (ii)           Grant of ordinary shares pursuant to the Company's SIP
c)	Price(s) and volumes(s)	Price(s) Volume(s) (i)  2.81 167,465 (ii)  2.81 3,202
d)	Aggregated information	N/A (single transaction)
e)	Date of the transaction	2018-06-13
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jonathan Newman
2	Reason for notification
a)	Position / status	Group Director of Finance (PDMR)
b)	Initial notification / amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	B.P. Marsh & Partners Plc
b)	LEI	2138008G8EPE3HAHEM13
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 10 pence each
	Identification code	ISIN: GB00B0XLRJ79
b)	Nature of the transaction	(i)            Grant of jointly owned shares pursuant to the Company's JSOP (ii)           Grant of ordinary shares pursuant to the Company's SIP
c)	Price(s) and volumes(s)	Price(s) Volume(s) (i)  2.81 167,465 (ii)  2.81 3,202
d)	Aggregated information	N/A (single transaction)
e)	Date of the transaction	2018-06-13
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Sinead O'Haire
2	Reason for notification
a)	Position / status	Company Secretary (PDMR)
b)	Initial notification / amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	B.P. Marsh & Partners Plc
b)	LEI	2138008G8EPE3HAHEM13
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 10 pence each
	Identification code	ISIN: GB00B0XLRJ79
b)	Nature of the transaction	(i)            Grant of jointly owned shares pursuant to the Company's JSOP (ii)           Grant of ordinary shares pursuant to the Company's SIP
c)	Price(s) and volumes(s)	Price(s) Volume(s) (i)  2.81 167,465 (ii)  2.81 3,202
d)	Aggregated information	N/A
e)	Date of the transaction	2018-06-13
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

For further information please contact:

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

Brian Marsh OBE / Camilla Kenyon                                                     [phone]

Panmure Gordon

Atholl Tweedie / Charles Leigh-Pemberton                   [phone]

Notes to Editors:

About B.P. Marsh & Partners Plc

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

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

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

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

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

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

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

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

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

Camilla Kenyon (Millie) was appointed to the main Board in 2011, following her appointment as Head of Investor Relations in 2009. She has dual responsibilities within the Group, running both Investor Relations and the New Business Department and is Chair of the New Business Committee evaluating new investment opportunities.

Millie is nominee director of two investee companies and is a member of the Investment Committee. She has over 20 years of experience in the financial services industry, including numerous Board appointments and is a Member of the Investor Relations Society.

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

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

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