TIDMBPM
RNS Number : 8243V
B.P. Marsh & Partners PLC
07 November 2017
Date: 7(th) November 2017
On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh", "the Company")
B.P. Marsh & Partners Plc
("B.P. Marsh", "the Company")
PDMRs' Dealings
B.P. Marsh, the niche venture capital provider to high growth
financial services businesses, today announces that B.P. Marsh
Management Limited ("BPMM"), a company wholly owned by Mr. Brian
Marsh, the Executive Chairman of the Company, has today purchased
economic interests in 1,421,130 Ordinary Shares in the Company
("JSOP Joint Interests") for 245p per share from the joint
beneficial ownership of various executive directors and senior
employees of the Company (each an "Employee Participant"). The
Ordinary Shares to which the JSOP Joint Interests relate amount to
approximately 4.86% of the issued share capital of the Company.
The JSOP Joint Interests that have been purchased by BPMM relate
to the non-dilutive jointly owned share scheme that was established
on 6(th) November 2014 and announced by the Company on the same
date. On this date the Employee Participants entered into
individual Joint Ownership Agreements ("JOAs") with BPMM which were
duly approved by the Company's Remuneration Committee on 6(th)
November 2014.
The terms of the JOA included a minimum vesting period of three
years and, subject to the Employee Participant remaining employed
for this duration, upon sale of the vested shares the proceeds of
sale will be divided between the joint owners so that BPMM receives
154.7p per Jointly Owned Share (which represents the Initial
Threshold Value of 140p plus a hurdle amount of 3.5% (simple
interest) per annum) and the Employee Participant is entitled to
the balance of 90.3p per Jointly Owned Share. Alternatively, as is
the case here, BPMM can elect to offer to purchase the JSOP Joint
Interests from the Employee Participants at the same rate.
The JOAs matured as fully vested on 6(th) November 2017 and the
offer from BPMM was accepted by all Employee Participants in
relation to all Joint Interests within the scheme and as such the
JOAs have now been terminated.
Further details of the relevant PDMRs' resultant interests in
Ordinary Shares are set out below:
Name of JSOP Joint Ordinary Shares Ordinary Shares
PDMR Interests purchased/sold held under held directly
SIP
---------------- --------------------------- ---------------- ----------------
Jonathan 355,283 (sold) 12,335 Nil
Newman
---------------- --------------------------- ---------------- ----------------
Daniel Topping 355,283 (sold) 12,335 51,375
---------------- --------------------------- ---------------- ----------------
Camilla
Kenyon 241,592 (sold) 12,335 1,787
---------------- --------------------------- ---------------- ----------------
Sinead O'Haire 213,170 (sold) 12,335 7,951
---------------- --------------------------- ---------------- ----------------
Alice Foulk 127,901 (sold) 12,335 Nil
---------------- --------------------------- ---------------- ----------------
Brian Marsh 1,421,130 (purchased) Nil 16,986,401
*
---------------- --------------------------- ---------------- ----------------
* includes 1,421,130 Ordinary Shares held by BPMM.
Mr Brian Marsh now has a total interest (including the 998,000
Shares held by the Marsh Christian Trust) in 17,984,401 Shares,
representing approximately 61.5% of the issued share capital of the
Company. It should therefore be noted that as a result of this
transaction, the aggregate percentage of shares held by
Directors/Management has not changed.
The three-year period in which this scheme operated has seen the
share price increase by 76% from 138p to 245p.
For further information:
B.P. Marsh & Partners Plc www.bpmarsh.co.uk
Brian Marsh OBE +44 (0)20 7233 3112
Nominated Adviser & Broker
Panmure Gordon
Atholl Tweedie / Charles Leigh-Pemberton / Adam James +44 (0)20 7886 2500
The information below, set out in accordance with the
requirements of the EU Market Abuse Regulation, provides further
detail.
1 Details of the person discharging managerial
responsibilities / person closely associated
a) Name Brian Marsh Management Limited
2 Reason for notification
a) Position / status Closely Associated Person
to Executive Chairman Brian
Marsh
b) Initial notification Initial
/ amendment
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
a) Name B.P. Marsh & Partners Plc
b) LEI N/A
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 Ordinary shares of 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
Identification ISIN: GB00B0XLRJ79
code
b) Nature of the Purchase of Ordinary Shares
transaction pursuant to a Joint Share
Ownership Plan
c) Price(s) and volumes(s) Price(s) Volume(s)
245p 1,421,130
e) Date of the transaction 2017-11-07
f) Place of the transaction London Stock Exchange, AIM
(XLON)
1 Details of the person discharging managerial
responsibilities / person closely associated
a) Name Alice Foulk
2 Reason for notification
a) Position / status Executive Director, PDMR
b) Initial notification Initial
/ amendment
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
a) Name B.P. Marsh & Partners Plc
b) LEI N/A
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 Ordinary shares of 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
Identification ISIN: GB00B0XLRJ79
code
b) Nature of the Sale of jointly owned Ordinary
transaction Shares pursuant to vesting
of a Joint Share Ownership
Plan
c) Price(s) and volumes(s) Price(s) Volume(s)
245p 127,901
e) Date of the transaction 2017-11-07
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 Executive Director, PDMR
b) Initial notification Initial
/ amendment
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
a) Name B.P. Marsh & Partners Plc
b) LEI N/A
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 Ordinary shares of 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
Identification ISIN: GB00B0XLRJ79
code
b) Nature of the Sale of jointly owned Ordinary
transaction Shares pursuant to vesting
of a Joint Share Ownership
Plan
c) Price(s) and volumes(s) Price(s) Volume(s)
245p 355,283
e) Date of the transaction 2017-11-07
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 Executive Director, PDMR
b) Initial notification Initial
/ amendment
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
a) Name B.P. Marsh & Partners Plc
b) LEI N/A
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 Ordinary shares of 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
Identification ISIN: GB00B0XLRJ79
code
b) Nature of the Sale of jointly owned Ordinary
transaction Shares pursuant to vesting
of a Joint Share Ownership
Plan
c) Price(s) and volumes(s) Price(s) Volume(s)
245p 355,283
e) Date of the transaction 2017-11-07
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 Initial
/ amendment
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
a) Name B.P. Marsh & Partners Plc
b) LEI N/A
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 Ordinary shares of 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
Identification ISIN: GB00B0XLRJ79
code
b) Nature of the Sale of jointly owned Ordinary
transaction Shares pursuant to vesting
of a Joint Share Ownership
Plan
c) Price(s) and volumes(s) Price(s) Volume(s)
245p 241,592
e) Date of the transaction 2017-11-07
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 Group Company Secretary,
PDMR
b) Initial notification Initial
/ amendment
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
a) Name B.P. Marsh & Partners Plc
b) LEI N/A
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 Ordinary shares of 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
Identification ISIN: GB00B0XLRJ79
code
b) Nature of the Sale of jointly owned Ordinary
transaction Shares pursuant to vesting
of a Joint Share Ownership
Plan
c) Price(s) and volumes(s) Price(s) Volume(s)
245p 231,170
e) Date of the transaction 2017-11-07
f) Place of the transaction London Stock Exchange, AIM
(XLON)
Notes to Editors:
About B.P. Marsh & Partners Plc
B.P. Marsh's current portfolio contains fifteen 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
END
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