TIDMBPM
RNS Number : 3888B
B.P. Marsh & Partners PLC
03 April 2017
Date: 3 April 2017
On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh", the
"Company" or the "Group")
For immediate release
B.P. Marsh & Partners Plc
Proposed disposal of Investment in Trireme
and
Notice of general meeting
B.P. Marsh & Partners Plc (AIM:BPM), the specialist private
equity investor in early stage financial services businesses,
announces the conditional disposal, to its fellow shareholder US
Risk Midco, LLC ("US Risk") of its entire 29.94% shareholding
(351,000 B ordinary shares, 3,400 preferred shares and 292 ordinary
shares) in Trireme Insurance Group Limited ("Trireme") for cash
(the "Disposal").
The Disposal is conditional, inter alia, on the approval of
Shareholders at a General Meeting.
The Group will receive cash consideration of GBP2,959,695, which
includes GBP51,345 of dividends, for its equity holding in Trireme,
payable on completion. As at 31(st) July 2016, the Company's most
recent published valuation, a combined gross valuation of
GBP2,529,000 was attributed to this investment. The proposed
Disposal (excluding dividends of GBP51,345) represents a valuation
of Trireme of GBP2,908,350 and would, therefore, represent an
effective uplift of GBP379,350 (or 15%) over this valuation, and an
IRR (including fees) of 15.6% since 2010, the date at which the
Group originally invested in Trireme.
As part of the terms of the Disposal, Trireme will repay in full
the outstanding amount of GBP2,155,113 currently drawn down under
its GBP2,419,514 loan facility with the Group plus fees and any
accrued interest at completion. As such, the total proceeds
receivable by the Group on completion of the Disposal will be
approximately GBP5,188,000 before tax.
Since the date of the Group's investment, Trireme has grown from
Revenue of GBP5,572,083 and EBITDA of GBP347,290 in 2010 to Revenue
of GBP12,760,699 and EBITDA of GBP1,716,573 for the year ended
31(st) December 2016. During this time B.P. Marsh played a key role
in the acquisition and integration of the broking and underwriting
businesses James Hampden International Insurance Brokers Ltd and
Abraxas Insurance AG into the Trireme group and has overseen the
establishment of Antarah Underwriting Ltd, the Managing General
Agent, in Dubai. The Group was also instrumental in assisting
Trireme with its management incentive programme and has served as a
resource for senior management throughout the seven years of
partnership.
In July 2016 the private equity house Kohlberg & Company LLC
made an investment in US Risk Insurance Group Inc which has
resulted in that business reassessing their strategy and looking to
simplify their partnership arrangements with other investors and
agreement has therefore been reached on the Disposal.
Camilla Kenyon and Oliver Bogue, the nominee directors currently
serving on behalf of the Group on the board of Trireme will resign
from the board of Trireme on completion of the Disposal.
The funds received by the Group will be targeted to both the
existing portfolio, to enable those businesses to develop further,
and to pursue new opportunities. The Company has seen enhanced deal
flow over the past two years, reflecting increased M&A activity
in the global insurance market in general and as a result of
increased activity by the management team in developing the
Company's network that is the source of new opportunities. This has
resulted in a strong pipeline for the Company to consider and it is
confident that its management team is well placed to capitalise on
this.
General Meeting
Under the AIM Rules for Companies, when it is aggregated
alongside all other disposals made by the Company over the 12
months prior to the date of this announcement, the Disposal is
deemed to be a disposal resulting in a fundamental change of
business (under AIM Rule 15) and is therefore subject to the
approval of the Company's shareholders in a general meeting.
The Company will be shortly sending a circular to all
Shareholders which sets out in detail the terms of the disposal and
contains a notice of a general meeting of the Company to be held at
10 a.m. on 19(th) April 2017 at 2(nd) Floor, 36 Broadway, London
SW1H 0BH, at which the consent of the Company's shareholders to the
Disposal will be sought. The circular will also be available on the
Company's website at www.bpmarsh.co.uk.
Whilst the Disposal is deemed, when it is aggregated alongside
all other disposals made by the Company over the 12 months prior to
the date of this document, to be a disposal resulting in a
fundamental change of business (under AIM Rule 15), the Company
will not be divested of all, or substantially all, of its trading
business, activities or assets and therefore the Company will not,
following the Disposal, be deemed to become an AIM Rule 15 cash
shell under the AIM Rules.
For further information:
B.P. Marsh & Partners Plc www.bpmarsh.co.uk
Brian Marsh OBE / Camilla Kenyon +44 (0)20 7233 3112
Nominated Adviser & Broker
Panmure Gordon
Atholl Tweedie / Adam James / Charles Leigh-Pemberton +44 (0)20 7886 2500
Notes to Editors:
About B.P. Marsh & Partners Plc
B.P. Marsh's current portfolio contains thirteen companies. More
detailed descriptions of the portfolio can be found at
www.bpmarsh.co.uk.
Since formation over 25 years ago, the Company has assembled a
management team with considerable experience both in the financial
services sector and in managing private equity investments. Many of
the directors have worked with each other in previous roles, and
all have worked with each other for at least five years.
Prior to Brian Marsh's involvement in the Company, he spent many
years in insurance broking and underwriting in Lloyd's as well as
the London and overseas market. He has over 30 years' experience in
building, buying and selling financial services businesses,
particularly in the insurance sector.
Alice Foulk joined B.P. Marsh in September 2011 having started
her career at a leading Life Assurance company. In 2014 she took
over as Executive Assistant to the Chairman, running the Chairman's
Office and established herself as a central part of the management
team.
In February 2015 she was appointed as a Director of B.P. Marsh
and a member of the Investment Committee. In January 2016 Alice was
appointed Managing Director of B.P. Marsh.
In her position as Managing Director, Alice is responsible for
the overall performance of the Company and monitoring the Company's
overall progress towards achieving the objectives and goals of the
Company, as set by the Board.
Dan Topping is the Chief Investment Officer of B. P. Marsh,
having been appointed as a Director in 2011. He joined the Company
in February 2007, following two years at an independent London
accountancy practice. Dan is the Senior Executive with overall
responsibility for the portfolio and investment strategy of B.P.
Marsh.
Dan graduated from the University of Durham in 2005 and is a
member of the Securities and Investment Institute and the Institute
of Chartered Secretaries and Administrators.
Dan is a standing member of the B.P. Marsh Investment and
Valuation Committees and currently serves as a Board Director
across the portfolio.
Camilla Kenyon was appointed as Head of Investor Relations at
B.P. Marsh in February 2009, having four years' prior experience
with the Company. She was appointed to the main board in 2011.
Camilla is Chair of the New Business Committee evaluating new
investment opportunities. She acts as a nominee director and is a
standing member of the Investment Committee. She is a Member of the
Investor Relations Society.
Jonathan Newman is a Chartered Management Accountant and is the
Group Director of Finance and has over 17 years' experience in the
financial services industry. Jon graduated from the University of
Sheffield with an honours degree in Business Studies and joined the
Group in November 1999, following two years at Euler Trade
Indemnity and two years at a Chartered Accountants. Jon is a Member
of the Chartered Global Management Accountants, the Chartered
Management Accountants and the Chartered Institute of Securities
and Investment.
Jon was appointed a Director of B.P. Marsh & Company Limited
in September 2001, and Group Finance Director in December 2003 and
was instrumental in the admission of the Group to AIM in February
2006. Jon is a member of the B.P. Marsh Investment and Valuation
Committees and currently serves as a Board Director for Walsingham
Motor Insurance Limited, and provides senior financial support and
advice to all companies within the Group's portfolio as well as
evaluating new investment opportunities.
'ends'
This information is provided by RNS
The company news service from the London Stock Exchange
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