Final Results

RNS Number : 8964M

B.P. Marsh & Partners PLC

02 June 2010

 



2^nd June 2010            

B.P. Marsh & Partners Plc

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

Final Results

B. P. Marsh & Partners Plc (AIM:  BPM), a niche venture capital provider to early stage financial services businesses, announces its audited Group final results for the year to 31st January 2010.

Chairman's Statement

I am pleased to present the audited Consolidated Accounts of B. P. Marsh & Partners Plc ("the Group") for the year ended 31^st January 2010.

Financial Performance

For the year ended 31^st January 2010, the quoted share price of the Group increased by 61% (2009: 57.5p, 2010: 92.5p). At 31^st January 2010, the net asset value of the Group was £44.2m (2009: £43.9m) after making allowance for deferred Corporation Tax, an increase of 0.7%. This equates to a net asset value of 151p per ordinary share as at 31^st January 2010 (2009: 150p).

The Board have noted that the Group has therefore achieved an annual compound growth rate of 12.8% after running costs, realisations, losses and distributions and having made an appropriate allowance for deferred Corporation Tax since the Group’s establishment in 1990.

 

Reflecting the unrealised increase on revaluation of the portfolio, the consolidated profit on ordinary activities after tax for the year was £0.3m (2009: loss of £1.7m). However, excluding portfolio movement the Group made a pre-exceptional items profit of £0.2m (2009: profit of £0.4m).

Summary of Developments in the Portfolio

During the financial year ended 31^st January 2010 the Group made the following further investments in two of our existing companies:

·    Summa Insurance Brokerage S.L ("Summa")

The Group has a 48% stake in Spanish insurance broker Summa, which was formed in 2005 and now has 16 branches across Spain. Despite the current downturn being suffered by businesses in Spain the Board remains enthusiastic and optimistic about the future of this business . 

The Group completed its third capital increase (of €1.32m) as part of its investment commitment to Summa in November 2009. This brings the total amount invested to £5.1m.

Summa in turn used these funds in January 2010 to purchase the insurance broker Leon Maya Correduría de Seguros S.L ("Maya"). This firm operates in the Castilla y León region of Spain and has a particular area of specialisation in agricultural insurance.

·    Hyperion Insurance Group ("Hyperion")

International insurance broker and underwriter Hyperion has performed well and is in robust form, with establishments in no less than 16 countries, and an annual compound growth rate of 24% on profit from ordinary activities before tax and exceptional items for the ten years ending 30 September 2009. Our 19.5% holding in Hyperion has significantly grown and now represents almost 60% of our overall Group Directors' Valuation. The Board remains confident about the future growth prospects of the Hyperion business. 

As announced in June 2009, the Group lent Hyperion £2.46m for working capital purposes, to assist in supporting its international growth and expansion. The Group also agreed to subscribe €0.9m for Loan Notes in a subsidiary of Hyperion as part of a €4.5m Loan Note Issue, alongside other shareholders. This cash was used to fund the acquisition of Hendricks & Co. GmbH, the leading specialist Directors & Officers and Commercial Legal Expenses broker in Germany.

The Group also made the following two changes to its portfolio:

·    JMD sale/acquisition of shares in R&Q

In January 2010, the Group agreed to dispose of its entire stake in JMD Specialist Insurance Services Group Limited ("JMD") to Randall & Quilter Investment Holdings plc ("R&Q"), the AIM listed run-off management service provider and acquirer of solvent insurance companies in run-off. We made this disposal in exchange for a total consideration of 650,000 ordinary shares of 2p each in R&Q.  As part of this transaction, B.P. Marsh's outstanding loan of £100,000 to JMD was repaid in full in cash on completion.  The disposal of the Group's stake in JMD demonstrates that we are able to exit investments after short periods whilst generating returns for its shareholders.  

Our confidence in the prospects for R&Q was demonstrated by a further purchase of shares in the Company in June 2010.

·    Trillium

As announced in the Interim Results Trillium was placed into administration on 3 September 2009. Although clearly disappointed with the performance of this investment, the Board considered that it was in shareholders' best interests to protect the remaining £0.45m of loan funding rather than continue to support Trillium.

Business Strategy

The Group typically invests amounts of up to £2.5m 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 six years. The Group requires its investee companies to adopt certain minority shareholder protections and appoints a director to the relevant board.  The Group's successful track record is based upon a number of factors that include, amongst other things, a robust investment process, the management's considerable experience of the Financial Services sector, and a flexible approach towards exit-strategies.

At the year-end, the Group had £3.0m in cash, of which it had committed to provide a further £0.8m of loan funding for its existing investments.

After taking this into consideration, the Group currently has approximately £1.9m of cash available for further investments, excluding any realizations, and allowing for the dividend.

Dividend Recommendation

The Directors are very pleased that the Group has reached the stage in its development where they are able to recommend the payment of a dividend of 1 p per share (£0.3m).  The intention of the dividend payment is to reward shareholders for supporting the Group and, whilst no assurances can be given, the Directors hope to be in a position to recommend further dividend payments in future years.

Investment Opportunities

Credible opportunities for the Group in the Financial Services sector remained strong during the year ended 31 January 2010 and we reviewed and considered 166 proposals. Since the year end there remains strong interest amongst both Insurance Brokers and Independent Financial Advisors in our style of investment and involvement. The Board will continue to pursue opportunities in the best interests of the Group's shareholders.

We are confident that the coming year will produce plenty of interesting opportunities for us to consider.

The Directors consider that the Group remains unique in its investment sector. We continue to see a large number of investment opportunities with good management and business plans that fit with our tried and tested business strategy.

Brian Marsh OBE

1^st June 2010

Final Dividend

No dividends were paid for the year (2009: £Nil).  The directors recommend a final dividend of £292,861 (1p per share) in respect of the year, payable on 30th July 2010 to shareholders on the register at the close of business on 2nd July 2010.

Investments

As at 31st January 2010 the Group's equity interests were as follows:

Amberglobe Limited

(www.amberglobe.co.uk)

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.

Date of investment: March 2008

Equity stake: 49.0%

31st January 2010 valuation: £98,000

Besso Holdings 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. The company specialises in insurance broking for the North American wholesale market.

Date of investment: February 1995

Equity stake: 22.73%

31st January 2010 valuation: £5,942,000

HQB Partners Limited

(www.hqbpartners.com )

In January 2005 the Group made an investment in HQB Partners, a company which provides strategic transaction advice, proxy solicitation services, voting analysis and investor relations services.

Date of investment: January 2005

Equity stake: 27.72%

31st January 2010 valuation: £27,000

Hyperion Insurance Group Limited

(www.hyperiongrp.com)

The Group first invested in Hyperion Insurance Group in 1994. The Hyperion Insurance Group owns, amongst other things, an insurance broker specialising in directors' and officers' ("D&O") and professional indemnity ("PI") insurance. A subsidiary of Hyperion became a registered Lloyd's insurance broker. In 1998 Hyperion set up an insurance managing general agency specialising in developing D&O and PI business in Europe.

Date of investment: November 1994

Equity: 19.5%

31st January 2010 valuation: £25,276,000

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: 21.94%

31^st January 2010 valuation: £2,559,000

Paterson Squared, LLC

(www.paterson2.com)

Paterson Squared was founded by a group of professionals from the actuarial, capital markets and reinsurance advisory sectors in conjunction with the Group. The company uses sophisticated modeling techniques to assess risk, with a view to providing counter-party risk transaction advice.

Date of investment: April 2004

Equity stake: 22.5%

31st January 2010 valuation: £122,000

Portfolio Design Group International Limited

(www.surrendalink.co.uk)

In March 1994 the Group invested in the Portfolio Design Group, a company which sells with-profits life endowment policies to large financial institutions. In 2002 the company diversified into investment management.

Date of investment: March 1994

Equity stake: 20.0%

31st January 2010 valuation: £1,883,000

Randall & Quilter Investment Holdings plc

(www.rqih.com)

Randall & Quilter 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 have now wholly acquired.

Date of investment: January 2010

Equity stake: 1.16%

31st January 2010 valuation: £698,750

Summa Insurance Brokerage, S. L.

(www.grupo-summa.com)

In January 2005 the Group provided finance to a Spanish management team with the objective of acquiring and consolidating regional insurance brokers in Spain.

Date of investment: January 2005

Equity stake: 48.63%

31st January 2010 valuation: £6,139,000

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 YEAR ENDED 31ST JANUARY 2010

	Notes	2010		2009
		£'000	£'000	£'000	£'000
LOSSES ON INVESTMENTS	1
Realised gains / (losses) on disposal of investments	12	99		(966)
Impairment of investments and loans	12,14	(652)		-
Unrealised gains / (losses) on investment revaluation	12	23		(2,886)
			(530)		(3,852)
INCOME
Dividends	1	328		948
Income from loans and receivables	1	474		240
Fees receivable	1	910		731
			1,712		1,919
OPERATING INCOME / (LOSS)	2		1,182		(1,933)
Operating expenses	2		(1,562)		(1,944)
OPERATING LOSS			(380)		(3,877)
Financial income	2,4	25		292
Financial expenses	2,3	-		(7)
Carried interest provision	15	412		822
Exchange movements	2,8	-		201
			437		1,308
PROFIT/ (LOSS) ON ORDINARY ACTIVITIES BEFORE EXCEPTIONAL ITEMS			57		(2,569)
Exceptional items	7		-		(136)
PROFIT / (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION	8		57		(2,705)
Taxation	9		230		978
PROFIT / (LOSS) ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS	19		£287		£(1,727)
Earnings / (loss) per share - basic and diluted (pence)	10		1.0p		(5.9)p

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

CONSOLIDATED & COMPANY STATEMENTS OF FINANCIAL POSITION

31ST JANUARY 2010

		Group			Company
	Notes	2010	2009		2010	2009
		£'000	£'000		£'000	£'000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment	11	49	72		-	-
Investments	12	42,745	41,673		34,015	33,728
Loans and receivables	13	4,613	1,955		10,155	10,155
		47,407	43,700		44,170	43,883
CURRENT ASSETS
Trade and other receivables	14	1,085	776		-	-
Cash and cash equivalents		2,972	7,341		1	1
TOTAL CURRENT ASSETS		4,057	8,117		1	1
TOTAL ASSETS		51,464	51,817		44,171	43,884
LIABILITIES
NON-CURRENT LIABILITIES
Carried interest provision	15	(324)	(736)		-	-
Deferred tax liabilities	16	(6,268)	(6,498)		-	-
TOTAL NON-CURRENT LIABILITIES		(6,592)	(7,234)		-	-
CURRENT LIABILITIES
Trade and other payables	17	(701)	(699)		-	-
TOTAL CURRENT LIABILITIES		(701)	(699)		-	-
TOTAL LIABILITIES		(7,293)	(7,933)		-	-
NET ASSETS		£44,171	£43,884		£44,171	£43,884
CAPITAL AND RESERVES - EQUITY
Called up share capital	18	2,929	2,929		2,929	2,929
Shares to be issued	19	-	-		-	-
Share premium account	19	9,370	9,370		9,370	9,370
Fair value reserve	19	18,057	17,396		31,871	31,584
Reverse acquisition reserve	19	393	393		-	-
Retained earnings	19	13,422	13,796		1	1
SHAREHOLDERS' FUNDS - EQUITY	19	£44,171	£43,884		£44,171	£43,884

The Financial Statements were approved by the Board of Directors and authorised for issue on 1st June 2010

and signed on its behalf by:

B.P. Marsh & J.S. Newman

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST JANUARY 2010

	Notes		2010		2009
			£'000		£'000
Cash from / (used by) operating activities
Income from loans to investees			474		240
Dividends			328		948
Fees received from investment activity			910		731
Operating expenses			(1,562)		(1,944)
Exceptional item - termination payment	7		-		(136)
Decrease / (increase) in receivables			38		(42)
Increase / (decrease) in payables			2		(20)
Depreciation	11		23		14
Net cash from / (used by) operating activities			213		(209)
Net cash (used by) / from investing activities
Purchase of property, plant and equipment	11		-		(83)
Purchase of investments	12		(2,005)		(1,629)
Proceeds from investments			703		5,858
Net cash (used by) / from investing activities			(1,302)		4,146
Net cash (used by) / from financing activities
(Payments) / repayments of loans (to) / from investee companies			(3,325)		1,350
Financial income	4		25		292
Financial expenses	3		-		(7)
Net cash (used by) / from financing activities			(3,300)		1,635
Change in cash and cash equivalents			(4,389)		5,572
Cash and cash equivalents at beginning of the period			7,341		1,701
Exchange gain			20*		68*
Cash and cash equivalents at end of period			£2,972		£7,341

*The exchange movement as noted in the Consolidated Statement of Comprehensive Income is £nil (2009: gain of £201k).  The exchange gain in the Consolidated Statement of Cash Flows excludes an exchange loss of £20k (2009: gain of £133k) relating to the revaluation of a loan denominated in Euros as this is a non-cash movement. 

COMPANY STATEMENT OF CASH FLOWS

No CompanyStatement of Cash Flows has been prepared as there has been no cash flow movement in the Company during the current and previous periods. Accordingly the Company's "cash and cash equivalents" balance as at 31st January 2010 is £1k (2009: £1k).

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST JANUARY 2010

	Group		Company
FOR THE YEAR ENDED	2010	2009	2010	2009
	£'000	£'000	£'000	£'000
Opening total equity	43,884	45,611	43,884	46,008
Total recognised income and expense for period	287	(1,727)	287	(2,124)
TOTAL EQUITY	£44,171	£43,884	£44,171	£43,884

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JANUARY 2010

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 revaluations of 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.

          IAS 1 (revised) Presentation of Financial Statements ("IAS 1") is mandatory for accounting periods beginning on or after 1st January 2009.  The revised standard prohibits the presentation of items of income and expenditure within the Statement of Changes in Equity.  All 'non-owner changes in equity' are required to be shown in a performance statement.  Entities can choose whether to present one performance statement (the Statement of Comprehensive Income) or two (the Income Statement and Statement of Comprehensive Income).  The Group has elected to present one performance statement, being the Statement of Comprehensive Income.  IAS 1 has also introduced a number of changes in terminology, and as a consequence the balance sheet has been renamed the 'Consolidated Statement of Financial Position' and the cash flow statement has been renamed the 'Consolidated Statement of Cash Flows'.   There is no impact on reported profits or total equity as a result of adopting IAS 1.

          IFRS 8 Operating Segments, IFRS 7 Financial Instruments: Disclosures (Amendment), Amendment to IAS 23 Borrowing Costs and Amendment to IFRS 2 Share Based Payments are also effective for annual periods beginning on or after 1st January 2009 and have been adopted in preparing these consolidated financial statements.  The adoption of these standards has not had a significant impact on these financial statements.

          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.  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 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 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 and 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 £287k (2009: loss of £2,124k).

Employee services settled in equity instruments

Where the Group issues equity settled share-based awards to certain employees and advisors, a fair value for the equity settled share awards is measured at the date of grant.  The Group measures the fair value using the valuation technique most appropriate to value each class of award, either the Black-Scholes or a Trinomial valuation method.

The fair value of each 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 equity.

Cancellation of the rights to the equity settled share-based awards by the employees is accounted for as if the relevant employees have left the Group with the related amounts recorded previously in reserves being transferred to retained earnings.

Investments

          All 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 investments.  In valuing investments, the Board applies guidelines issued by the International Private Equity and Venture Capital Valuation ("IPEVCV").  The following valuation methodologies have been used in reaching the fair value of 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 Statement of Comprehensive Income for the year.  In the 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 investments are expensed in the Statement of Comprehensive Income.

          Income from investments

          Income from investments comprises:

a)    gross interest from loans, which is taken to the Statement of Comprehensive Income on an accruals basis;

b)    dividends from equity investments are recognised in the 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.

Carried interest provision

This represents the amount payable to a director in the event of a particular investment being sold and is calculated on the fair value of that investment at the 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 at the foreign exchange rate ruling at the date of the transaction.

          Exchange gains and losses are recognised in the 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 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 substantially enacted by the date of the 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 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 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 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 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.  These are classified as non-current assets. 

          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 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 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 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 Statement of Financial Position.

          International Financial Reporting Standards in issue but not yet effective

At the date of authorisation of these consolidated financial statements, the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC") have issued the following standard, which is effective for annual accounting periods beginning on or after the stated effective date.  This standard has not been applied early in the preparation of these consolidated financial statements:

·     IFRS 3: Business Combinations (revised) (effective as of 1st July 2009).  This will affect accounting for any acquisitions made in the Group's financial year ending 31st January 2011.  Acquisitions made prior to that date will not be affected.

Other standards, amendments and interpretations have been issued but are not yet effective, and are not expected to be relevant to the Group's operations.  These are not referred to above.

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.  These are described in further detail in Note 1 under 'Income from investments'.

All reportable segments derive their revenues entirely from external clients and there are no inter-segment sales.

The transition from the provisions of IAS 14 Segment Reporting ("IAS 14") to IFRS 8, which became mandatory for accounting periods beginning on or after 1st January 2009, has not given rise to any specific changes in the way the Group reports on its operating segments. However management have reviewed the current segments and have confirmed the existing approach to be satisfactory under the provisions of IFRS 8.

	Geographic segment 1: UK & Channel Islands		Geographic segment 2: Non-UK & Channel Islands		Group
	2010	2009	2010	2009	2010	2009
	£'000	£'000	£'000	£'000	£'000	£'000
Operating income / (loss)	574	(2,802)	608	869	1,182	(1,933)
Operating expenses	(1,270)	(1,691)	(292)	(253)	(1,562)	(1,944)
Segment operating (loss) / profit	(696)	(4,493)	316	616	(380)	(3,877)
Financial income	20	254	5	38	25	292
Financial expenses	-	(6)	-	(1)	-	(7)
Carried interest provision	412	822	-	-	412	822
Exchange movements	(5)	65	5	136	-	201
Exceptional items	-	(136)	-	-	-	(136)
Profit / (loss) before tax	(269)	(3,494)	326	789	57	(2,705)
Income tax	321	1,199	(91)	(221)	230	978
Profit / (loss) for the year	£    52	£(2,295)	£   235	£  568	£   287	£(1,727)

	Geographic segment 1: UK & Channel Islands		Geographic segment 2: Non-UK & Channel Islands		Group
	2010	2009	2010	2009	2010	2009
	£'000	£'000	£'000	£'000	£'000	£'000
Non-current assets
Property, plant and equipment	42	64	7	8	49	72
Investments	36,484	36,902	6,261	4,771	42,745	41,673
Loans and receivables	4,155	1,030	458	925	4,613	1,955
	40,681	37,996	6,726	5,704	47,407	43,700
Current assets
Trade and other receivables	329	465	756	311	1,085	776
Cash and cash equivalents	2,972	7,341	-	-	2,972	7,341
	3,301	7,806	756	311	4,057	8,117
Total assets	43,982	45,802	7,482	6,015	51,464	51,817
Non-current liabilities
Carried interest provision	(324)	(736)	-	-	(324)	(736)
Deferred tax liabilities	(6,187)	(6,324)	(81)	(174)	(6,268)	(6,498)
	(6,511)	(7,060)	(81)	(174)	(6,592)	(7,234)
Current liabilities
Trade and other payables	(701)	(699)	-	-	(701)	(699)
Total liabilities	(7,212)	(7,759)	(81)	(174)	(7,293)	(7,933)
Net assets	£36,770	£38,043	£7,401	£5,841	£44,171	£43,884
Additions to property, plant and equipment	-	73	-	10	-	83
Depreciation of property, plant and equipment	20	12	3	2	23	14
Impairment of investments and loans	652	-	-	-	652	-

3.       FINANCIAL EXPENSES	2010	2009
	£'000	£'000
Other interest	£        -	£       7

4.       FINANCIAL INCOME	2010	2009
	£'000	£'000
Bank interest	25	288
Other interest	-	4
	£    25	£    292

5.       STAFF COSTS

          The average number of employees, including all directors (executive and non-executive), employed by the Group during the year was 15 (2009: 17). All remuneration was paid by B. P. Marsh & Company Limited.

The related staff costs were:	2010	2009
	£'000	£'000
Wages and salaries	856	1,009
Social security costs	100	119
Pension costs	40	50
	£996	£1,178

In addition to the above there were termination payments made to staff (inclusive of pension costs) of £nil (2009: £136,300).  Please see Note 7 for further information.

6.       DIRECTORS' EMOLUMENTS
	2010	2009
The aggregate emoluments of the directors were:	£'000	£'000
Management services - remuneration	574	751
Management services - termination payment (Note 7)	-	114
Fees	20	29
Pension contributions - remuneration	20	32
Pension contributions - termination payment (Note 7)	-	7
	£    614	£    933

In addition to the above, MrS. S. Clarke has an entitlement to a gain based on a carried interest, as outlined in Note 15.

	2010	2009
	£'000	£'000
Highest paid director
Emoluments*	185	246
Pension contribution*	-	20
	£    185	£    266

*The 2009 comparative includes termination payments made to a director.  Please see Note 7 for further information.

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

During the period, 2 directors (2009: 3) accrued benefits under the defined contribution pension scheme.

7.       EXCEPTIONAL ITEMS
	2010	2009
	£'000	£'000
Termination payments made to directors and employees (Note 5)	-	136
	£    -	£    136

In the year to 31st January 2009, one-off compensation paymentstotalling £136,300 were made to two employees (including one director) who left the Group during that year.  No such payments were made in the current year.

8.       PROFIT / (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION	2010	2009
	£'000	£'000
The profit / (loss) for the period is arrived at after charging / (crediting):
Depreciation of owned tangible fixed assets:	23	14
Auditors remuneration :-
Audit fees for the Company	20	20
Other services:
-Audit of subsidiaries' accounts	10	10
-Taxation	6	7
-Other advisory	14	10
Exchange gain	-	(201)
Operating lease rentals of land and buildings	106	153

9.       TAXATION	2010	2009
	£'000	£'000
The (credit) for tax comprises:
UK corporation tax charge for the year	-	-
Deferred tax (credit) for the year (Note 16)	(230)	(978)
	£    (230)	£    (978)

Factors affecting the charge for the year

Profit / (loss) on ordinary activities before tax	57	(2,705)
Tax at 28% on profit / (loss) on ordinary activities (2009: 28%)	16	(757)
Effects of:
Expenses not deductible for tax purposes	17	22
Non taxable (income) / expenses (impairments and unrealised gains and losses)	(122)	578
Capital (gains) / losses on disposal of investments	(28)	1,095
Other effects:
Capital loss claims brought forward	-	(361)
Management expenses unutilised / (utilised)	110	(745)
Provisions against investments not allowable for tax	99	-
Non-taxable income (dividends received)	(92)	(238)
Tax payable on deferred consideration relating to the sale of an investment	-	406
Corporate tax charge for the year	£         -	£         -

There are no factors which may affect future tax charges.

10.     EARNINGS / (LOSS) PER SHARE FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS

	2010 £'000	2009 £'000
Earnings / (loss)
Earnings / (loss) for the purpose of basic and diluted earnings per share being net profit / (loss) attributable to equity shareholders	287	(1,727)
Earnings / (loss) per share - basic and diluted	1.0p	(5.9)p
Number of shares	Number	Number
Weighted average number of ordinary shares for the purposes of basic earnings per share	29,286,143	29,286,143
Number of dilutive shares under option	Nil	Nil
Weighted average number of ordinary shares for the purposes of dilutive earnings per share	29,286,143	29,286,143

11.     PROPERTY, PLANT AND EQUIPMENT	Furniture & Equipment £'000	Leasehold Fixtures & Fittings £'000	Total £'000
Group
Cost
At 1st February 2008	99	-	99
Additions	32	51	83
Disposals	(74)	-	(74)
At 31st January 2009	57	51	108
At 1st February 2009	57	51	108
Additions	-	-	-
Disposals	-	-	-
At 31st January 2010	57	51	108
Depreciation
At 1st February 2008	96	-	96
Eliminated on disposal	(74)	-	(74)
Charge for the year	9	5	14
At 31st January 2009	31	5	36
At 1st February 2009	31	5	36
Eliminated on disposal	-	-	-
Charge for the year	7	16	23
At 31st January 2010	38	21	59
Net book value
At 31st January 2010	£       19	£       30	£       49
At 31st January 2009	£       26	£       46	£       72
At 31st January 2008	£         3	£         -	£         3

12.     NON-CURRENT INVESTMENTS
Group		Shares in investee companies
		Total
		£'000
At valuation
At 1st February 2008		49,754
Additions		1,629
Disposals		(6,824)
Provisions		-
Unrealised losses in this period		(2,886)
At 31st January 2009		£41,673
At 1st February 2009		41,673
Additions		2,005
Disposals		(604)
Provisions		(352)
Unrealised gains in this period		23
At 31st January 2010		£42,745
At cost
At 1st February 2008		18,328
Additions		1,629
Disposals		(2,914)
Provisions		-
At 31st January 2009		£17,043
At 1st February 2009		17,043
Additions		2,005
Disposals		(600)
Provisions		(500)
At 31st January 2010		£17,948

The principal additions and disposals in the period are outlined on pages 8 to 9 of the Group Report of the Directors. 

On 3rd September 2009 Trillium Partners Limited ("Trillium"), an associated company, was placed into administration.  As at 31st January 2010 the Group had invested a total of £800,000 in Trillium (£500,000 equity at cost which was held at a fair value of £352,000 (see above) and £300,000 loan financing (see Note 14)).  The directors consider that there may be a permanent diminution in value as a result of the company's circumstances and have therefore deemed it prudent to provide against the amount invested in full.

On 4th December 2009 Public Risk Management Limited, an associated company, went into liquidation.  The Group had made a full provision for this investment as at 31st January 2008.

The investee companies, which are registered in England except Summa Insurance Brokerage S. L. (Spain), Preferred Asset Management Ltd (Jersey), New Horizons Ltd (Isle of Man) and Paterson Squared, LLC (USA), 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
							£		£
	Amberglobe Limited		49.00		30.04.09		(362,574)		(501,859)		Business sales platform
Besso Holdings Limited		22.73		31.12.09		9,605,838		(91,777)		Investment holding
										company
HQB Partners Limited		27.72		31.12.08		166,057		40,583		Investor relations consultants
Hyperion Insurance    Group Limited		19.50		30.09.09		38,541,000		814,000		Insurance holding company
	LEBC Holdings Limited		21.95		30.09.09		709,565		56,061		Independent financial advisor company
Portfolio Design Group  International Limited			20.00		31.12.09		7,827,121		(1,356,340)		Fund managers of traded endowment policies
Morex Commercial Ltd			20.00		31.12.09		367,254		28,824		Trading in secondary life policies
Preferred Asset    Management Ltd			20.00		30.09.09		816,451		368,135		Fund management company
New Horizons Ltd    (formerly Surrenda-Link    Nominees Ltd)			20.00		31.12.08		1,595,863		66,732		Investment holding company
	Summa Insurance Brokerage, S. L.		48.625		31.12.08		6,648,228		367,899		Consolidator of regional insurance brokers
	Trillium Partners Limited		25.00		31.12.08		171,052		(359,137)		Independent corporate advisory company

In addition, as a result of the disposal of the Group's interest in JMD Specialist Insurance Services Group Limited, the Group acquired an investment of £698,750 in respect of 650,000 ordinary shares in Randall & Quilter Investment Holdings Plc ("R&Q"), which represents 1.16% of the share capital of R&Q.  R&Q is listed on the AIM Market.

The aggregate capital and reserves and profit / (loss) for the year shown above are extracted from the relevant GAAP accounts of the investee companies.

Under FRS 25 the HQB Consulting Limited accounts have included the Group's 27.72% interest as a long-term creditor. As this is in reality an equity investment the aggregate capital and reserves shown have therefore been adjusted to include this as equity and the profit has been adjusted by the dividend paid out.

Under FRS 25 the Trillium Partners Limited accounts have included the Group's 25% interest as a long-term creditor.  As this is in reality an equity investment the aggregate capital and reserves shown have therefore been adjusted to include this as equity.

In November 2007 the Group acquired a 20% equity holding in London Endowments Limited.  No statutory financial information is available at this time.

In September 2008 the Group acquired a 22.5% equity holding in Paterson Squared, LLC (a US company).  As the company was only incorporated in September 2008, no statutory financial information is available at this time.

	Shares in
Company	group
	undertakings
	£'000
At valuation
At 1st February 2008	35,852
Additions	-
Unrealised losses in this period	(2,124)
At 31st January 2009	£     33,728
At 1st February 2009	33,728
Additions	-
Unrealised gains in this period	287
At 31st January 2010	£     34,015
At cost
At 1st February 2008	2,540
Additions	-
Adjustment to Share Appreciation Rights	(397)
At 31st January 2009	£       2,143
At 1st February 2009	2,143
Additions	-
Adjustment to Share Appreciation Rights	-
At 31st January 2010	£       2,143

          Shares in group undertakings

All group undertakings are registered in England and Wales.  The details and results of group undertakings, which are extracted from the UK GAAP accounts of these 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	2010		2010	Principal activity
		£		£
B.P. Marsh &    Company Limited	100	40,283,424	(526,174)		Consulting services and investment holding company
Marsh Insurance    Holdings Limited	100	11,910,569	-		Investment holding company
B.P. Marsh & Co. Trustee    Company Limited	100	1,000	-		Dormant
Marsh Development    Capital Limited	100	1	-		Dormant

13.        LOANS AND RECEIVABLES - NON-CURRENT	Group			Company
	2010	2009		2010	2009
	£'000	£'000		£'000	£'000
Loans to investee companies (Note 25)	4,613	1,955		-	-
Amounts due from subsidiary undertakings	-	-		10,155	10,155
	£    4,613	£    1,955		£    10,155	£    10,155

See Note 25 for terms of the loans.

14.        TRADE AND OTHER RECEIVABLES - CURRENT	Group			Company
	2010	2009		2010	2009
	£'000	£'000		£'000	£'000
Trade receivables	177	257		-	-
Less provision for impairment of receivables	(20)	(10)		-	-
	157	247		-	-
Loans to investee companies (Note 25)	497	150		-	-
Other receivables	20	13		-	-
Prepayments and accrued income	411	366		-	-
	£    1,085	£    776		£           -	£           -

Included within trade receivables is £128,760 (2009: £228,593) 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.

Movement in the allowance for doubtful debts:

	Group			Company
	2010	2009		2010	2009
	£'000	£'000		£'000	£'000
Balance at 1st February	10	31		-	-
Increase / (decrease) in allowance recognised in the income statement	10	(21)		-	-
Balance at 31st January	£    20	£    10		£    -	£    -

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 £154,493 (2009: £245,843) which 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
	2010	2009		2010	2009
	£'000	£'000		£'000	£'000
0 - 30 days	108	142		-	-
31 - 60 days	35	52		-	-
61 - 90 days	-	-		-	-
More than 90 days	11	52		-	-
	£    154	£    246		£           -	£           -

A provision of £300,000 was made against loans to investee companies in the year (refer to Note 12 for further information) in addition to provisions brought forward from 2009.  The total provision therefore stands at £694,875 (2009: £394,875).

See Note 25 for terms of the loans and Note 24 for further credit risk information.

15.      CARRIED INTEREST PROVISION	Group			Company
	2010	2009		2010	2009
	£'000	£'000		£'000	£'000
Carried interest provision	324	736		-	-
	£    324	£    736		£           -	£           -

This carried interest provision represents 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 certain agreed investments of the Company and its subsidiaries.

No amounts were paid under this contract during the year (2009: £nil).

16.    DEFERRED TAX LIABILITIES - NON- CURRENT			Group			Company
			£'000			£'000
At 1st February 2008			7,476			-
Credited to Statement of Comprehensive Income			(978)			-
At 31st January 2009			£    6,498			£           -
At 1st February 2009			6,498			-
Credited to Statement of Comprehensive Income			(230)			-
At 31st January 2010			£    6,268			£           -

The directors estimate that, if the Group were to dispose of all its investments at the amount stated in the Statement of Financial Position, £6,268,000 (2009: £6,498,000) of tax on capital gains would become payable by the Group at a corporation tax rate of 28%. 

17.    TRADE AND OTHER PAYABLES - CURRENT	Group			Company
	2010	2009		2010	2009
	£'000	£'000		£'000	£'000
Trade payables	47	41		-	-
Other taxation & social security costs	73	31		-	-
Other loans	332	332		-	-
Accruals and deferred income	249	295		-	-
	£    701	£    699		£           -	£           -

The other loan due within one year is an amount which is unsecured, interest free and repayable on the finalisation of the liquidation of Whitmor Holdings Limited (formerly Glenvaal Dewar Rand Limited).

18.     CALLED UP SHARE CAPITAL	2010	2009
	£'000	£'000
Allotted, called up and fully paid
29,286,143 Ordinary shares of 10p each (2009: 29,286,143)	2,929	2,929
	£  2,929	£  2,929

19.     RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

Group				Shares		Share			Reverse
		Share		to be		premium		Fair value	acquisition		Retained
		capital		issued		account		reserve	reserve		earnings		Total
	£'000		£'000		£'000		£'000			£'000		£'000		£'000
At 1st February 2008	2,929		397		9,370		22,392			393		10,130		45,611
Loss for the year	-		-		-		(1,086)			-		(641)		(1,727)
Share based payments (Note 23)	-		(397)		-		-			-		397		-
Transfers on sale of investments	-		-		-		(3,910)			-		3,910		-
At 31st January 2009	£2,929		£   -		£9,370		£17,396			£   393		£13,796		£43,884

At 1st February 2009	2,929	-	9,370	17,396	393	13,796	43,884
Profit for the year	-	-	-	665	-	(378)	287
Share based payments (Note 23)	-	-	-	-	-	-	-
Transfers on sale of investments	-	-	-	(4)	-	4	-
At 31st January 2010	£2,929	£   -	£9,370	£18,057	£   393	£13,422	£44,171

Company			Share
	Share	Shares to	premium	Fair value	Retained
	capital	be issued	account	reserve	earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At 1st February 2008	2,929	397	9,370	33,311	1	46,008
Loss for the year	-	-	-	(2,124)	-	(2,124)
Share based payments (Note 23)	-	(397)	-	397	-	-
At 31st January 2009	£2,929	£   -	£9,370	£31,584	£   1	£43,884

At 1st February 2009	2,929	-	9,370	31,584	1	43,884
Profit for the year	-	-	-	287	-	287
At 31st January 2010	£2,929	£   -	£9,370	£31,871	£   1	£44,171

20.     OPERATING LEASE COMMITMENT

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

	2010	2009
	Land and	Land and
	buildings	buildings
	£'000	£'000
Earlier than one year	£ 132	£   132
Between two and five years	£  121	£   253

21.      LOAN AND EQUITY COMMITMENTS

On 7th February 2005 the Group entered into an agreement to provide a loan facility of £140,000 to HQB Partners Limited, an associated company. As at 31st January 2010 £80,000 of this facility had been drawn down.

On 10th March 2008 the Group entered into an agreement to provide a loan facility of £630,000 to Amberglobe Limited, an associated company.  An additional loan facility of £65,000 was agreed on 30th November 2009 increasing the total facility to £695,000.  As at 31st January 2010 £670,000 of this facility had been drawn down.

On 1st April 2009 the Group entered into an agreement to provide a loan facility of £400,000 to LEBC Group Limited, an associated company.  As at 31st January 2010 no amounts had been drawn down.

On 2ndJune 2009 the Group provided a £2,460,000 loan to Hyperion Insurance Group Limited ("Hyperion"), which was drawn down in full.  On the same date the Group entered into a further agreement with Hyperion to subscribe for €900,000 in loan notes to fund an acquisition, being part of a €4,500,000 loan note issue alongside other shareholders.  As at 31st January 2010 €600,000 (£544,959) had been drawn down.

22.      CONTINGENT LIABILITIES

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 £600,000 together with the Employers' National Insurance due thereon.  £150,000, £50,000, £50,000, £100,000 and £250,000 are due to be paid on 1st April 2010, 1st October 2010, 6th April 2011, 1st October 2011 and 1st October 2012 respectively. 

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.

23.     SHARE BASED PAYMENT ARRANGEMENTS

During the year ended 31st January 2007, B.P. Marsh & Partners Plc entered into a share-based payment arrangement with certain employees and advisors. 

Share appreciation rights representing 65% of the available units granted were forfeited in prior years following the employees leaving the Group and the remaining 35% of the units were subsequently waived by the relevant employees in the year to 31st January 2009.  As a consequence, no charge in respect of these share arrangements has been made in these financial statements and the amounts recorded in reserves in respect of the earlier periods' charges were transferred to retained earnings in the year to 31st January 2009.

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 and other debtors and creditors.  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 £2,972k (2009: £7,341k), which are part of the financing arrangements of the Company.  The cash balances comprise bank current accounts and deposits placed at investment rates of interest, which ranged between 0.2% p.a. and 1.4% p.a. in the period (2009: ranged between 0.8% p.a. and 5.2% p.a.).  Maturity periods ranged between immediate access and 1 month in both the current and prior years.

Currency hedging

During the period, the Group did not engage in any form of currency hedging transaction (2009: none).

Financial liabilities

The Company had no borrowings during the period (2009: none).

Fair values

All the financial assets and liabilities at 31st January 2010 were revalued where the directors consider they are materially different from their book values.

25.     RELATED PARTY DISCLOSURES

The following loans owed by the associated companies of the Company and its subsidiaries were outstanding at the year end:

	2010	2009
	£	£
Amberglobe Ltd	670,000	250,000
Besso Holdings Ltd	400,000	400,000
HQB Partners Ltd	80,000	80,000
Hyperion Insurance Group Ltd	3,004,959	-
JMD Specialist Insurance Services Group Ltd	-	100,000
Paterson Squared, LLC	150,000	250,000
Trillium Partners Ltd	-	200,000
	€	€
Summa Insurance Brokerage S. L.	927,990	927,990

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 and interest on loans credited to the Statement of Comprehensive Income in respect of the associated companies of the Company and its subsidiaries for the year were as follows:

	2010	2009
	£	£
Amberglobe Ltd	68,873	50,938
Berkeley (Insurance) Holdings Ltd	6,053	-
Besso Holdings Ltd	184,174	145,063
HQB Partners Ltd	28,185	28,943
Hyperion Insurance Group Ltd	500,810	264,138
JMD Specialist Insurance Services Group Ltd	138,034	57,308
LEBC Group Ltd	44,161	31,103
Oakbridge Insurance Services, LLC	51,479	46,191
Paterson Squared, LLC	36,458	15,544
Portfolio Design Group International Ltd	36,000	36,000
Principal Investment Holdings Ltd	-	6,596
Public Risk Management Ltd	-	4,313
Summa Insurance Brokerage S. L.	232,204	187,626
Trillium Partners Ltd	18,290	70,773

In addition the Group made management charges of £39,000 (2009: £30,000) and charitable donations of £nil (2009: £7,250) to Marsh Christian Trust. Mr B. P. Marsh, the Chairman and majority shareholder of the Company, is also the Trustee and Settlor of Marsh Christian Trust.

S. S. Clarke is entitled 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 certain agreed investments of the Company and its subsidiaries.  The carried interest provided for at the year end was £324,000 (2009: £736,000).

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

26.     POST BALANCE SHEET EVENTS

On 31st March 2010 the Group provided a further €300,000 (£272,183) of an agreed €900,000 loan note facility to Hyperion Insurance Group Limited in order to fund an acquisition.  This was the final draw down of the facility, being part of a €4,500,000 loan note issue alongside other shareholders.

On 31st March 2010 the Group provided a further £60,000 of an agreed £140,000 loan facility to HQB Partners Limited for general working capital requirements.  This facility has now been drawn down in full.

On 1st April 2010 the Group paid a bonus of £150,000, together with Employers' National Insurance due thereon, to one of its employees (who is also a director of the Company) as part of the Group's long-term incentive arrangements.

27.     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 31st January 2010 but is derived from those accounts. The statutory accounts for the year to 31st January 2010 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 31st January 2010 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 1st June 2010 for release on 2nd June 2010.

Analyst Briefing

An analyst briefing, given by Brian Marsh OBE, Executive Chairman, Jonathan Newman, Finance Director and Robert King, Director and Group Company Secretary, will be held on Wednesday 2nd June 2010 at 10.00am at the Group's offices at 36, Broadway, London SW1H 0BH.

For further information:

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

Brian Marsh OBE                                                                     [phone]

Camilla Kenyon                                                                       

Arbuthnot Securities (Nominated Adviser)

Nick Tulloch / Ed Gay                                                  [phone]

Redleaf Communications (PR to BP Marsh)

Emma Kane / Alicia Jennings                                                    [phone]

- ends -

Notes to Editors:

About B.P. Marsh & Partners Plc

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

Over the past 20 years, the Company has assembled a management team with considerable experience both in the financial services sector and in managing private equity investments. Many of the directors have worked with each other in previous roles, and all have worked with each other for at least seven 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 the Group Director of Finance and has over 10 years' experience in the financial services industry. Jonathan advises investee companies through several non-executive board appointments and evaluates new investment opportunities.

Robert King is a Director and Group Company Secretary. He joined B.P. Marsh in May 2003 having started his career at PricewaterhouseCoopers. Since joining B.P. Marsh he has taken on responsibility for the Group's legal, compliance and secretarial functions and played a key role in the flotation of the Company.

 

END

 

 

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