TIDMBPM
RNS Number : 0775R
B.P. Marsh & Partners PLC
12 June 2018
Date: 12 June 2018
On behalf of: B.P. Marsh & Partners Plc ("B.P. Marsh" or
"the Company")
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY ORDINARY SHARES OF B.P. MARSH & PARTNERS
PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
B.P. Marsh & Partners Plc
("B.P. Marsh" or "the Company")
Proposed Placing and Open Offer to raise up to GBP17.0
million
and
Notice of General Meeting
B.P. Marsh & Partners Plc (AIM: BPM), the specialist venture
capital investor in early stage financial services businesses,
today announces a conditional placing of 6,169,194 new Ordinary
Shares (the "New Placing Shares") to a new investor in the Company
(the "Investor" or "PSC"), an entity in the PSC Insurance Group
("PSC Group"), at a price of 252 pence each (the "Issue Price") to
raise gross proceeds of approximately GBP15.5 million for the
Company (the "Placing"). Additionally, the Placing will also
include the transfer by B.P. Marsh Management Limited (a company
wholly owned by Brian Marsh, the Executive Chairman of the Group)
of 1,166,310 Existing Ordinary Shares (the "Sale Shares") to the
Investor, who has also agreed to acquire the Sale Shares at the
Issue Price.
In addition, in order to provide existing Shareholders with an
opportunity to participate in the proposed issue of New Ordinary
Shares, the Company is intending to launch an open offer to all
Qualifying Shareholders (the "Open Offer") to give them the
opportunity to subscribe for an aggregate of up to 595,238 new
Ordinary Shares ("Open Offer Shares") to raise approximately GBP1.5
million (before expenses) for the Company, on the basis of 1 Open
Offer Share for every 21 Existing Ordinary Shares held on the
Record Date, at the Issue Price. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through an Excess
Application Facility.
The Directors intend to use the net proceeds of the Placing and
Open Offer received by the Company to grow the Company's existing
portfolio as well as to continue investing in early stage financial
services intermediary businesses with the aim of becoming the
capital provider of choice for the sector.
Background to the Placing and Open Offer
The PSC Group is a diversified insurance intermediary group with
operations in Australia, New Zealand and the United Kingdom. The
PSC Group is listed on the Australian Stock Exchange (ASX) with a
market capitalisation of approximately A$731 million. The PSC Group
comprises a portfolio of businesses, ranging from early stage to
mature businesses, within the general insurance intermediary and
services market.
The PSC Group wishes to expand its business interests in the
United Kingdom by making a substantial investment in the Company.
Additionally Brian Marsh, the Executive Chairman of the Group, who
(along with certain of his connected persons, being B.P. Marsh
Management Limited and the Marsh Christian Trust, as further
referred to below) currently holds in excess 60.7 per cent. of the
Ordinary Shares, wishes to diversify his personal holdings by
transferring beneficial interests representing approximately 4.0
per cent. of the Existing Issued Share Capital (held through B.P.
Marsh Management Limited, a company wholly owned by Brian Marsh) to
a suitable, supportive third party investor.
Immediately following the Placing and Open Offer, the Investor
will hold 7,335,504 Ordinary Shares in the Company, representing
approximately 19.6 per cent. of the Enlarged Share Capital. The
Investor will, as a result of the Placing, become a substantial
shareholder in the Company.
The PSC Group and B.P. Marsh are complementary listed businesses
operating in the insurance intermediary sector and the investment
is considered by both businesses to be an excellent strategic and
cultural fit. Both businesses have successful investment track
records in the insurance intermediary space, without taking
underwriting risk. Following the investment, B.P. Marsh and the PSC
Group will consider themselves partners, with added strength and
growing possibilities to work together in the UK and
internationally.
Commenting on the Placing and Open Offer, Brian Marsh, Executive
Chairman of B.P. Marsh, commented:
"We view the partnership with PSC as containing considerable
potential, which will benefit our business and, in turn, prove
valuable for shareholders."
Commenting on the Placing and Open Offer, Paul Dwyer, PSC's
Group Managing Director, commented:
"PSC is delighted to be investing in and partnering with B.P.
Marsh. B.P. Marsh is a world class investor in insurance
intermediary assets and businesses, and has a very strong
management team. We expect to be a long term investor, and expect
over time for there to be numerous collaboration opportunities. We
believe the best of both PSC and B.P. Marsh will bring benefits to
the shareholders of both companies. The investment in B.P. Marsh is
likely to broaden the global horizons of PSC over time."
Details of the Placing and Open Offer
The Placing and Open Offer are conditional, inter alia, on the
passing, without amendment, of the relevant Resolutions by
Shareholders at the General Meeting which is to be convened for
3.00 p.m. on 5 July 2018 at the Company's offices at 4 Matthew
Parker Street, London, England SW1H 9NP and on the Admission of the
New Ordinary Shares to trading on AIM. It is expected that
Admission will become effective and that dealings in the New
Ordinary Shares will commence no later than at 8.00 a.m. on 9 July
2018.
The Directors are fully supportive of the Open Offer and they
(other than Brian Marsh, as detailed below) have indicated their
intention to participate in full in the Open Offer in respect of
their respective Basic Entitlements, and, to the extent possible,
may also request additional Open Offer Shares through the Excess
Application Facility.
To allow the remaining Qualifying Shareholders the opportunity
to subscribe for more Ordinary Shares in the Company, in respect of
their Basic Entitlements, and to reduce the dilutive impact of the
Placing, Brian Marsh has irrevocably undertaken not to subscribe
for any entitlements under the Open Offer (and has undertaken to
procure that B.P. Marsh Management Limited, a company wholly owned
by Brian Marsh, shall do the same), except that Brian Marsh has
agreed to subscribe for any residual Excess Shares that are not
taken up under the Excess Application Facility by the remaining
Qualifying Shareholders up to a financial limit of GBP500,000 (the
"Brian Marsh Subscription Commitment"). The entitlements which
might otherwise have been available to Brian Marsh and B.P. Marsh
Management Limited under the Open Offer will, therefore, be
available for subscription by the remaining Qualifying Shareholders
as part of their Basic Entitlements.
The terms and conditions of the Open Offer, including the Excess
Application Facility, will be set out in the Circular to
Shareholders, which will also include a notice convening a General
Meeting. The Circular will set out the reasons for, and provide
further information on, the Placing and Open Offer, to explain why
the Board considers the Placing and Open Offer to be in the best
interests of the Company and its Shareholders as a whole, and why
the Board recommends that Shareholders vote in favour of the
Resolutions. It is expected that the Circular will be dispatched on
or around 13 June 2018 and will also be available at this time on
the Company's website at www.bpmarsh.co.uk.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting: (i) as
nominated adviser, financial adviser and broker to the Company in
connection with the Placing and Admission; and (ii) as agent for
B.P. Marsh Management Limited, in relation to the Placing. Panmure
Gordon will not be conducting a bookbuilding exercise in respect of
the Placing and New Placing Shares will not be issued to any person
other than the Investor. The Placing and Open Offer will not be
underwritten. The Placing Shares are not subject to clawback and
are not part of the Open Offer. The Sale Shares will not be
transferred to any person other than the Investor.
The Placing and the Open Offer are separate and distinct
transactions involving the issue of Ordinary Shares. However, the
Open Offer is conditional on the Placing and will not be
implemented independently if for any reason the Placing lapses.
Dividends
The New Placing Shares and the Open Offer Shares will, following
Admission, rank pari passu in all respects with the Existing
Ordinary Shares and will carry the right to receive all dividends
and distributions declared, made or paid on or in respect of the
Ordinary Shares after Admission. The Directors have agreed that the
New Placing Shares and the Open Offer Shares will be entitled to
receive the Company's final cash dividend of 4.76 pence per
Ordinary Share in respect of the 12 month period ended 31 January
2018 (the "2018 Final Dividend"), subject to Shareholder approval
of the dividend at the Company's forthcoming annual general
meeting. Under the Company's intended dividend timetable, the
Ordinary Shares will be quoted ex the 2018 Final Dividend on 12
July 2018, and the record date for entitlement to participate in
the 2018 Final Dividend will be 13 July 2018.
However, in the unlikely event Admission does not occur at 8.00
a.m. on 9 July 2018, being the expected date of Admission, and is
subsequently delayed beyond the date on which the Ordinary Shares
are quoted ex the 2018 Final Dividend (being 12 July 2018), the New
Placing Shares and the Open Offer Shares will be issued
"ex-dividend" and the holders of the New Placing Shares and the
Open Offer Shares will therefore not be entitled to receive the
2018 Final Dividend.
Employee share incentive schemes
2018 JSOP
The Company has established a new joint share ownership plan
(the "2018 JSOP") for eligible Group employees and senior
executives to replace the 2014 JSOP, which matured in November
2017. The purpose of the 2018 JSOP is to provide eligible employees
of the Group with a joint beneficial ownership in and an
opportunity to benefit from any possible appreciation in the value
of Ordinary Shares in the Company subject to a suitable hurdle
rate.
To implement the 2018 JSOP, the Group has established an
employee benefit trust which intends to subscribe for 1,461,302 new
Ordinary Shares, representing 5.00 per cent. of the Existing Issued
Share Capital, at the time the awards are made.
2018 SIP Allocation
As an update to the statutory "schedule 2" share incentive plan
of the Company established by the Group on 29 March 2016 (the "B.P.
Marsh SIP"), the Company intends to issue and allot up to 26,303
Ordinary Shares to the B.P. Marsh SIP Trustee as part of the 2018
SIP Allocation, representing 0.09 per cent. of the Existing Issued
Share Capital. The Ordinary Shares held by the B.P. Marsh SIP Trust
will be granted to eligible employees. It is expected that certain
Directors will participate in the award of shares under the B.P.
Marsh SIP.
As such, references throughout this Announcement to 'Enlarged
Share Capital' mean the issued share capital of the Company
immediately following Admission, assuming the maximum number of
Open Offer Shares are allotted and including the new Ordinary
Shares that are expected to be allotted under the 2018 JSOP and the
new Ordinary Shares that are expected to be allotted under the 2018
SIP Allocation prior to Admission, being in aggregate up to
1,487,605 new Ordinary Shares, representing 5.09 per cent. of the
Existing Issued Share Capital.
This Announcement should be read in its entirety. Further
details of the Placing and Open Offer are set out in Appendix I to
this Announcement. Shareholders' attention is also drawn to the
risk factors described in Appendix II. The capitalised terms used
in this Announcement have the meaning set out in Appendix III to
this Announcement.
This Announcement contains inside information for the purposes
of Article 17 of the Market Abuse Regulation (EU) No 596/2014. The
person responsible for arranging the release of this Announcement
on behalf of the Company is Sinead O'Haire, Group Company Secretary
and Chief Legal Officer.
For further information:
B.P. Marsh & Partners www.bpmarsh.co.uk
Plc
Brian Marsh OBE /
Camilla Kenyon +44 (0)20 7233 3112
Nominated Adviser
& Broker
Panmure Gordon (UK)
Limited
Atholl Tweedie / Charles
Leigh-Pemberton /
Sandra Björck +44 (0)20 7886 2500
Redleaf Communications
Emma Kane / Elisabeth
Cowell +44 (0)20 7382 4732
Email: bpmarsh@redleafpr.com
IMPORTANT INFORMATION
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Forward-Looking Statements
Certain statements in this Announcement may constitute
"forward-looking statements" within the meaning of legislation in
the United Kingdom, including (without limitation) those regarding
the Placing, the Open Offer and any other potential offering of
securities, the Group's financial position, business strategy,
products, plans and objectives of management for future operations,
and any statement preceded or followed by, or including, words such
as "target", "believe", "expect", "aim", "intend", "will", "may",
"anticipate", "would" or "could", or negatives of such words. Any
forward-looking statements are based on currently available
competitive, financial and economic data together with management's
views and assumptions regarding future events and business
performance as of the time the statements are made and are subject
to risks and uncertainties. We wish to warn you that there are some
known and unknown factors that could cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Reference should be made to those documents that B.P. Marsh
shall file from time to time or announcements that may be made by
B.P. Marsh in accordance with the London Stock Exchange AIM Rules
for Companies ("AIM Rules") and the Disclosure Guidance and
Transparency Rules ("DTRs"), which contain and identify other
important factors that could cause actual results to differ
materially from those contained in any projections or
forward-looking statements. These forward-looking statements speak
only as of the date of this Announcement. All subsequent written
and oral forward-looking statements by or concerning B.P. Marsh are
expressly qualified in their entirety by the cautionary statements
above. Except as may be required under the AIM Rules or the DTRs or
by relevant law in the United Kingdom, B.P. Marsh does not
undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future
events or otherwise arising.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company as nominated adviser,
financial adviser and broker in relation to the Placing and
Admission and for B.P. Marsh Management Limited as agent in
relation to the Placing and for no one else in connection with the
Placing and Admission and will not be responsible to anyone other
than the Company and B.P. Marsh Management Limited for providing
the protections afforded to clients of Panmure Gordon or for
providing advice in relation to the Placing, Admission or any other
matters referred to in this Announcement and apart from the
responsibilities and liabilities (if any) imposed on Panmure Gordon
by FSMA, any liability therefor is expressly disclaimed. Any other
person should seek their own independent legal, investment and tax
advice as they see fit.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Panmure
Gordon or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The New Ordinary Shares to be issued pursuant to the Placing and
the Open Offer will not be admitted to trading on any stock
exchange other than to trading on AIM.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
The Placing and Open Offer and the distribution of this
Announcement and other information in connection with the Placing
and Open Offer in certain jurisdictions may be restricted by law
and persons into whose possession this Announcement, any document
or other information referred to herein, comes should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
In particular, the securities of the Company (including the New
Ordinary Shares) have not been and will not be registered under the
US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and accordingly the New Ordinary Shares may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
jurisdiction of the United States. There is no intention to
register any portion of the offering in the United States or to
conduct a public offering of securities in the United States.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or Open Offer or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States.
APPIX I
PROPOSED PLACING AND OPEN OFFER
Introduction
The Company announces today that it proposes to undertake a
Placing to raise approximately GBP15.5 million (before fees and
expenses) together with an Open Offer to raise up to approximately
GBP1.5 million (before fees and expenses), in each case through the
issue of New Ordinary Shares at the Issue Price. All the New
Placing Shares will be placed with the Investor, an entity in the
PSC Insurance Group.
Additionally, the Placing will also include the transfer by B.P.
Marsh Management Limited (a company wholly owned by Brian Marsh) of
1,166,310 Sale Shares to the Investor, who has agreed to acquire
the Sale Shares at the Issue Price.
The Issue Price represents a discount of approximately 11.3 per
cent. to the Closing Price on the Latest Practicable Date and a
discount of approximately 2.7 per cent. to the 60 trading day
volume weighted average Closing Price for the 60 trading days
ending on the Latest Practicable Date. Application will be made to
the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM. It is expected that Admission will
occur on or around 9 July 2018. The Placing and the Open Offer are
conditional, inter alia, on the passing of the Resolutions at the
General Meeting. The Resolutions will be contained in the Notice of
General Meeting which will form part of the Circular. The Placing
Shares are not subject to clawback and are not part of the Open
Offer.
The purpose of this Announcement and the Circular is to set out
the background to, and the reasons for, the Placing and the Open
Offer. It explains why the Directors consider the Placing and the
Open Offer to be in the best interests of the Company and its
Shareholders as a whole. The Board recommends that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting, as the Directors, who are interested in Ordinary Shares,
have irrevocably undertaken to do in respect of their own
beneficial shareholdings (and where shareholdings are registered in
the name of any of their immediate family members and/or persons
connected with them, have undertaken to use reasonable endeavours
to procure that those persons will vote in favour of the
Resolutions).
Shareholder approval is being sought in connection with the
Placing and the Open Offer at the General Meeting which is to be
convened for 3.00 p.m. on 5 July 2018 at the offices of the Company
at 4 Matthew Parker Street, London, England SW1H 9NP.
Background to and reasons for the Placing and Open Offer and use
of proceeds
The Investor, an entity in the PSC Insurance Group based in
Australia, New Zealand and the United Kingdom, wishes to expand its
business interest in the United Kingdom by making a substantial
investment in the Company. Additionally Brian Marsh, the Executive
Chairman of the Group, who (along with certain of his connected
persons) currently holds in excess of 60.7 per cent. of the
Ordinary Shares, wishes to diversify his personal holdings by
transferring beneficial interests representing approximately 4.0
per cent. of the Existing Issued Share Capital (held through B.P.
Marsh Management Limited, a company wholly owned by Brian Marsh) to
a suitable, supportive third party investor.
The Directors believe that the Placing is the most appropriate
method:
-- to issue the New Placing Shares in the Company to the Investor; and
-- for Brian Marsh to transfer the Sale Shares to the Investor.
In addition, in order to provide existing Shareholders with an
opportunity to participate in the proposed issue of New Ordinary
Shares, the Company is providing all Qualifying Shareholders with
the opportunity to subscribe for an aggregate of up to 595,238 Open
Offer Shares, to raise up to approximately GBP1.5 million (before
fees and expenses) for the Company, on the basis of 1 Open Offer
Share for every 21 Existing Ordinary Shares held on the Record
Date, at the Issue Price. Shareholders subscribing for their full
entitlement under the Open Offer may also request additional Open
Offer Shares through the Excess Application Facility.
Immediately following the Placing and Open Offer, the Investor
will hold approximately 19.6 per cent. of the Enlarged Share
Capital. The Investor will, as a result of the Placing become a
substantial shareholder in the Company. More information about the
PSC Insurance Group is set out below.
The Directors intend to use the net proceeds of the Placing and
Open Offer received by the Company to grow the Company's existing
portfolio as well as to continue investing in early stage financial
services intermediary businesses with the aim of becoming the
capital provider of choice for the sector.
Information on PSC and their rationale for investing in the
Company
The PSC Insurance Group ("PSC Group") operates a diversified
insurance intermediary Group with operations and investments in
Australia, New Zealand and the United Kingdom. The PSC Group is
listed on the Australian Stock Exchange (ASX), with a market
capitalisation of approximately A$731m. PSC Group's principal
businesses within the general insurance intermediary and services
market comprise:
-- insurance broking;
-- underwriting agencies;
-- an authorised representative network business in Australia;
-- wholesale insurance broking in the United Kingdom; and
-- reinsurance broking in the United Kingdom.
PSC Group's structure comprises a portfolio of operating
businesses and investments ranging from early stage to mature
businesses. The PSC Group has an experienced team of insurance
practitioners, with broad skill sets, at both board and executive
level. These are utilised across the different businesses to
leverage efficiencies and opportunities.
The PSC Group also operates complementary businesses including
life insurance broking, on-line direct general insurance broking
and third party claims management. The PSC Group does not take
underwriting risk, however maintains relationships with many
insurers in Australia, New Zealand and the United Kingdom.
The PSC Group conducts its business through a number of separate
licensed subsidiaries in Australia and the United Kingdom.
The PSC Group has a diverse client base. It predominantly
services the insurance needs of SMEs. These clients have access to
the full range of business services offered by the PSC Group. The
PSC Group also services other insurance brokers through its United
Kingdom broking and underwriting agency operations and services
insurance carriers by way of their reinsurance operations.
The PSC Group and B.P. Marsh are complementary listed businesses
operating in the insurance intermediary sector and the investment
is considered by both businesses to be an excellent strategic and
cultural fit. Both businesses have successful investment track
records in the insurance intermediary space, without taking
underwriting risk.
Following the investment, B.P. Marsh and the PSC Group will
consider themselves partners, with added strength and exciting
possibilities for joint working in the UK and internationally.
Current trading and outlook
The Company announced today its audited Group final results for
the year to 31 January 2018. A copy of the final results is
available on the Company's website at www.bpmarsh.co.uk.
Shareholders should read those results in full before making any
application for Open Offer Shares. The Company is due to publish
its annual report and accounts for the year ending 31 January 2018
on or around 26 June 2018, a copy of which will be sent to the
Shareholders and will also be made available on the same
website.
The highlights of the final results for the year to 31 January
2018 are:
-- an increase in the equity value of the Group's investment
portfolio of 31.3 per cent. (GBP18.9m) over the year to 31 January
2018;
-- net asset value of GBP98.9m (31 January 2017: GBP79.7m), a
24.1 per cent. increase (net of dividends);
-- a net asset value increase to 339p per Ordinary Share (31 January 2017: 273p);
-- a total return to Shareholders in the year of 25.5 per cent. (2017: 13.9 per cent.);
-- consolidated profit after tax of GBP20.2m (31 January 2017: GBP9.8m);
-- average net asset value annual compound growth rate of 12.0 per cent. since 1990;
-- 2018 Final Dividend of 4.76p per share declared (31 January
2017: 3.76p), a 27 per cent. increase;
-- cash and treasury funds balance of GBP5.4m at year end;
-- four new investments - two in Lloyd's brokers and the other
two in USA-based Mark Edwards Partners LLC and XPT Group LLC;
-- disposal of interests in Besso Insurance Group Ltd and Trireme Insurance Group Ltd;
-- a further investment into LEBC Holdings Ltd of GBP7.1m; and
-- the provision of follow-on funding to Nexus Underwriting Management Ltd of GBP4.0m.
The Group is growing strongly, delivering consistent year on
year returns to shareholders and is well- positioned to deal with
any uncertainty arising from the UK's exit from the EU by April
2019. The Directors look forward to the year ahead with
confidence.
Details of the Placing and the Open Offer
Structure
The Directors have given careful consideration as to the
structure of the proposed fundraising and have concluded that the
Placing and the Open Offer is the most suitable option available to
the Company and its Shareholders at this time.
Through the Placing:
-- 6,169,194 New Placing Shares will be issued to the Investor
at 252 pence per New Placing Share to raise gross proceeds of
approximately GBP15.5 million; and
-- 1,166,310 Sale Shares will be transferred at a price of 252
pence per Sale Share by B.P. Marsh Management Limited (a company
wholly owned by Brian Marsh) to the Investor.
Up to 595,238 New Ordinary Shares will be issued to Qualifying
Shareholders through the Open Offer at 252 pence per New Ordinary
Share to raise gross proceeds of up to approximately GBP1.5
million.
Principal terms of the Placing
The Company is proposing to issue the New Placing Shares to the
Investor pursuant to the Placing. In accordance with the terms of
the Placing and Open Offer Agreement, Panmure Gordon has, as broker
for the Company, conditionally placed, with the Investor, the New
Placing Shares at the Issue Price to raise gross proceeds for the
Company of approximately GBP15.5 million. Panmure Gordon has also,
as agent for B.P. Marsh Management Limited, conditionally placed,
with the Investor, the Sale Shares at the Issue Price.
No Placing Shares will be issued/transferred to any person other
than the Investor. Panmure Gordon will not be conducting a
bookbuilding exercise in respect of the Placing and New Placing
Shares will not be issued to/placed under the Placing with any
other person other than the Investor.
The Placing is not being underwritten.
The Placing Shares are not subject to clawback and are not part
of the Open Offer.
The Investor will, immediately following Admission, and assuming
full take up of entitlements under the Open Offer, hold
approximately 19.6 per cent. of the Enlarged Share Capital and,
therefore, may have the ability to, directly or indirectly,
exercise a controlling influence on the business of the Group. As a
substantial shareholder in the Company, the Investor has
undertaken, for as long as it holds at least 15 per cent. of the
Enlarged Share Capital to:
(a) conduct all transactions, agreements, relationships and
arrangements with any member of the Group on an arm's length basis
and on normal commercial terms;
(b) not take any action that would have the effect of
preventing, or that might reasonably be expected to prevent, any
member of the Group from complying with its obligations under any
applicable laws;
(c) not exercise any of the voting rights or any other powers of
control in such a manner so as to procure any amendment to the
Company's articles of association;
(d) not exercise any of the voting rights in favour of any
resolution to cancel the admission of the Ordinary Shares to
trading on AIM, unless such resolution is also recommended by the
independent Directors of the Company; and
(e) exercise any voting rights against any resolution to give
the Directors authority to allot shares in the Company, or to
disapply any pre-emption rights which holders of Ordinary Shares
have, unless such resolutions are recommended by the independent
Directors of the Company to Shareholders or unless such
disapplication is at the Company's annual general meeting.
Principal terms of the Open Offer
The Directors consider it important that Qualifying Shareholders
have the opportunity to participate in the fundraising, and the
Directors have concluded that the Open Offer is the most suitable
option available to the Company and its Shareholders.
Subject to the below, the Open Offer provides an opportunity for
all Qualifying Shareholders to participate in the fundraising by
both subscribing for their respective Basic Entitlements and,
subject to availability, by subscribing for Excess Shares under the
Excess Application Facility.
To allow the remaining Qualifying Shareholders the opportunity
to subscribe for more Ordinary Shares in the Company, in respect of
their Basic Entitlements, and to reduce the dilutive impact of the
Placing, Brian Marsh has irrevocably undertaken not to subscribe
for any entitlements under the Open Offer (and has undertaken to
procure that B.P. Marsh Management Limited, a company wholly owned
by Brian Marsh, shall do the same), except that Brian Marsh has
agreed to subscribe for any residual Excess Shares that are not
taken up under the Excess Application Facility by the remaining
Qualifying Shareholders, up to a financial limit of GBP500,000 (the
"Brian Marsh Subscription Commitment"). The entitlements which
might otherwise have been available to Brian Marsh and B.P. Marsh
Management Limited under the Open Offer will, therefore, be
available for subscription by the remaining Qualifying Shareholders
as part of their Basic Entitlements.
Basic Entitlement
Qualifying Shareholders are invited, on and subject to the terms
and conditions of the Open Offer, to apply for any number of Open
Offer Shares (subject to the limit on the number of Excess Shares
that can be applied for using the Excess Application Facility) at
the Issue Price. Qualifying Shareholders have a Basic Entitlement
of:
1 Open Offer Share for every 21 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on
the Record Date.
Basic Entitlements under the Open Offer will be rounded down to
the nearest whole number and any fractional entitlements to Open
Offer Shares will be disregarded in calculating Basic Entitlements
and will be aggregated and made available to Qualifying
Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares available for
subscription pursuant to the Open Offer will not exceed 595,238 New
Ordinary Shares.
2018 Final Dividend
The Company, as part of its February 2018 Trading Update,
announced the 2018 Final Dividend which, subject to Shareholder
approval of the dividend at the Company's forthcoming annual
general meeting, is expected to be paid on 31 July 2018 to
Shareholders whose names are on the register on 13 July 2018. The
New Ordinary Shares issued as part of the Placing and Open Offer
will be issued "cum-dividend" and the holders of the New Ordinary
Shares will therefore be entitled to receive the 2018 Final
Dividend.
Shareholders should note, however, that if, in the unlikely
event, Admission does not occur at 8.00 a.m. on 9 July 2018, being
the expected date of Admission, and is subsequently delayed beyond
the date on which the Ordinary Shares are quoted ex the 2018 Final
Dividend (being 12 July 2018), the New Ordinary Shares issued as
part of the Placing and Open Offer will be issued "ex-dividend" and
the holders of the New Ordinary Shares would therefore not be
entitled to receive the 2018 Final Dividend.
Conditionality
The Placing and the Open Offer are conditional upon, among other
things, the following:
-- the passing (without amendment) at the General Meeting of the
Resolutions and the Resolutions becoming unconditional;
-- the London Stock Exchange agreeing to admit (subject only to
allotment, where relevant) the New Placing Shares and the Open
Offer Shares to trading on AIM;
-- Admission taking place by not later than 8.00 a.m. on 9 July
2018 (or such later date as Panmure Gordon may agree as the date
for Admission, but in any event not later than 8.00 a.m. on 13 July
2018); and
-- the Placing and Open Offer Agreement becoming unconditional
in all respects (save for the condition relating to Admission) and
not having been terminated in accordance with its terms prior to
Admission.
If the conditions set out above are not satisfied or waived
(where capable of waiver):
-- the Placing and the Open Offer will lapse;
-- the New Placing Shares will not be issued and all monies
received from the Investor in respect of the New Placing Shares
will be returned to the Investor (at the Investor's risk and
without interest) as soon as possible thereafter;
-- the Sale Shares will not be transferred to the Investor and
all monies received from the Investor in respect of the Sale Shares
will be returned to the Investor (at the Investor's risk and
without interest) as soon as possible thereafter; and
-- any Basic Entitlements and Excess CREST Open Offer
Entitlements admitted to CREST will, after that time and date, be
disabled and application monies under the Open Offer will be
refunded to the applicants, by cheque (at the applicant's risk) in
the case of Qualifying Non-CREST Shareholders and by way of a CREST
payment in the case of Qualifying CREST Shareholders, without
interest, as soon as practicable thereafter.
The Placing and the Open Offer are separate and distinct
transactions involving the issue of Ordinary Shares. However the
Open Offer is conditional on the Placing and will not be
implemented independently if for any reason the Placing lapses.
General Meeting
The General Meeting of the Company, notice of which will be
contained in the Circular, is to be held at 3.00 p.m. on 5 July
2018 at the offices of the Company at 4 Matthew Parker Street,
London, England SW1H 9NP. The General Meeting is being held for the
purpose of considering and, if thought fit, passing the Resolutions
required in connection with the implementation of the Placing and
the Open Offer.
A summary and explanation of the Resolutions will be set out in
the Circular.
For the avoidance of doubt, none of the Resolutions shall be
required or shall apply in respect of the placing of the Sale
Shares as such shares are already in existence at the date of this
Announcement.
Intentions of Brian Marsh and certain Directors in relation to
the Placing and Open Offer
The Directors (other than Brian Marsh) who in aggregate hold
234,554 Existing Ordinary Shares, representing approximately 0.8
per cent. of the Existing Issued Share Capital, are fully
supportive of the Placing and Open Offer and have irrevocably
undertaken to vote (and where such Existing Ordinary Shares are
registered in the name of any of their immediate family members
and/or persons connected with them, have irrevocably undertaken to
use reasonable endeavours to procure that those persons will vote)
in favour of the Resolutions at the General Meeting.
The Directors (other than Brian Marsh) who are Qualifying
Shareholders intend to participate (where possible in full) in the
Open Offer in respect of their respective Basic Entitlements, which
amount to 11,166 Open Offer Shares in aggregate, and, to the extent
possible, may also apply for additional Open Offer Shares through
the Excess Application Facility.
Brian Marsh, the Company's majority shareholder, who (together
with B.P. Marsh Management Limited, a company wholly owned by Brian
Marsh) in aggregate holds 16,731,581 Existing Ordinary Shares,
representing approximately 57.3 per cent. of the Existing Issued
Share Capital, is fully supportive of the Placing and Open Offer
and has irrevocably undertaken to vote (and, where such Existing
Ordinary Shares are registered in the name of B.P. Marsh Management
Limited, has undertaken to procure that B.P. Marsh Management
Limited will vote) in favour of the Resolutions at the General
Meeting.
To allow the remaining Qualifying Shareholders the opportunity
to subscribe for more Ordinary Shares in the Company, in respect of
their Basic Entitlements, and to reduce the dilutive impact of the
Placing, Brian Marsh has irrevocably undertaken not to subscribe
for any entitlements under the Open Offer (and has undertaken to
procure that B.P. Marsh Management Limited shall do the same),
except that Brian Marsh has agreed to subscribe for any residual
Excess Shares that are not taken up under the Excess Application
Facility by the remaining Qualifying Shareholders up to a financial
limit of GBP500,000. The entitlements which might otherwise have
been available to Brian Marsh and B.P. Marsh Management Limited
under the Open Offer will, therefore, be available for subscription
by the remaining Qualifying Shareholders as part of their Basic
Entitlements.
Directors' interests
The interests (all of which are beneficial unless stated
otherwise) of the Directors and their immediate families and of
persons connected with them (within the meaning of Section 252 of
the Act) in the Existing Issued Share Capital and the existence of
which is known to, or could with reasonable due diligence be
ascertained by, any Director as at the Latest Practicable Date and
as they are so expected to be upon Admission (assuming full take-up
under the Open Offer) are as per the table below.
The Directors (other than Brian Marsh) have indicated their
intention to subscribe in full for their respective Basic
Entitlements, where possible, under the Open Offer. The table below
summarises the individual beneficial shareholding positions of each
of the Directors before and after the Placing and Open Offer.
At the Latest On Admission
Practicable Date
--------------- ------------------------------ ------------- ---------------------------------
Name Number
of Ordinary
Shares
Percentage subscribed
Number of Existing for under Number Percentage
of Ordinary Issued the Open of Ordinary of Enlarged
Shares Share Capital Offer(1) Shares Share Capital(3)
--------------- ------------- --------------- ------------- ------------- ------------------
Mr. Brian
Marsh
(along
with certain
of his
connected
persons)(2) 17,729,581 60.71% 0 16,563,271 44.19%
--------------- ------------- --------------- ------------- ------------- ------------------
Ms. Alice
Foulk 16,184 0.06% 770 16,954 0.05%
--------------- ------------- --------------- ------------- ------------- ------------------
Mr. Daniel
Topping 78,462 0.27% 3,736 82,198 0.22%
--------------- ------------- --------------- ------------- ------------- ------------------
Mr. Jonathan
Newman 16,256 0.06% 774 17,030 0.05%
--------------- ------------- --------------- ------------- ------------- ------------------
Ms. Camilla
Kenyon 18,044 0.06% 859 18,903 0.05%
--------------- ------------- --------------- ------------- ------------- ------------------
Mr. Campbell
Scoones 51,000 0.17% 2,428 53,428 0.14%
--------------- ------------- --------------- ------------- ------------- ------------------
Mr. Pankaj
Lakhani 35,000 0.12% 1,666 36,666 0.10%
--------------- ------------- --------------- ------------- ------------- ------------------
Mr. Nicholas
Walker(4) 19,608 0.07% 933 20,541 0.05%
--------------- ------------- --------------- ------------- ------------- ------------------
Notes:
1 Assuming full take up of only the Basic Entitlements under the
Open Offer by all eligible Directors, with the exception of Brian
Marsh and certain of his connected persons.
2 Aggregate interest of Brian Marsh and B.P. Marsh Management
Limited (a company wholly owned by Brian Marsh) and the Marsh
Christian Trust (a charitable trust founded by Brian Marsh and the
trustee board of which Brian Marsh is the Chairman). The direct
interests of Brian Marsh, B.P. Marsh Management Limited and the
Marsh Christian Trust are as follows:
As at the Latest On Admission(3)
Practicable Date
----------------- -------------------------- ---------------------------------
Name Number Percentage Number Percentage
of Shares of Existing of Ordinary of Enlarged
Issued Shares Share Capital(3)
Capital
----------------- ----------- ------------- ------------- ------------------
Mr. Brian
Marsh (direct
interest) 15,565,271 53.30% 15,565,271 41.53%
----------------- ----------- ------------- ------------- ------------------
B.P. Marsh
Management
Limited 1,166,310 3.99% Nil nil
----------------- ----------- ------------- ------------- ------------------
Marsh Christian
Trust 998,000 3.42% 998,000 2.66%
----------------- ----------- ------------- ------------- ------------------
3 Assuming full take up of the Open Offer by Qualifying
Shareholders (with the exception of Brian Marsh and B.P Marsh
Management Limited, who have each confirmed that they will not take
up any Ordinary Shares which may otherwise have been offered to
them as part of the Open Offer and will not subscribe for any Open
Offer Shares, in order to maximise the number of Open Offer Shares
available under the Open Offer to Qualifying Shareholders, except
that Brian Marsh has agreed to subscribe for any residual Excess
Shares that are not taken up under the Excess Application Facility
by the remaining Qualifying Shareholders up to a financial limit of
GBP500,000, and assuming that the Marsh Christian Trust does not
subscribe for any Open Offer Shares), but excluding any interests
of the Directors in any Ordinary Shares which are issued and
allotted to the EBT under the 2018 JSOP prior to Admission and/or
in any Ordinary Shares issued and allotted to the B.P. Marsh SIP
Trustee prior to Admission.
4 Mr. Nicholas Walker's beneficial interests include 9,804
Ordinary Shares owned by his wife, Annabel Walker.
Recommendation
The Directors believe that the Placing and the Open Offer are in
the best interests of the Company and its Shareholders as a
whole.
Accordingly, the Board recommends that you vote in favour of the
Resolutions as each of the Directors who are interested in the
Ordinary Shares have irrevocably undertaken to do (and where such
Ordinary Shares are registered in the name of any of their
immediate family members and/or persons connected with them, have
irrevocably undertaken to use reasonable endeavours to procure that
those persons do so) in respect of their beneficial holdings of the
Existing Issued Share Capital. Whilst Brian Marsh is fully
supportive of the Placing and Open Offer, he has abstained from
joining in the formal recommendation of the Board to Shareholders,
on the basis of his personal participation in the Placing and Open
Offer.
The Company is in receipt of irrevocable undertakings from the
Directors to vote in favour of the Resolutions representing
approximately 58.1 per cent. of the Existing Issued Share
Capital.
Expected timetable of principal events
Record Date for entitlement to 5.00 p.m. on 11
participate in the Open Offer June 2018
Announcement of the Placing and on 12 June 2018
the Open Offer
Despatch of the Circular, the on 13 June 2018
Form of Proxy and, to certain
Qualifying Non-CREST Shareholders,
the Application Form
Ex-entitlement Date for the Open 7.00 a.m. on 13
Offer June 2018
Basic Entitlements and Excess on 14 June 2018
CREST Open Offer Entitlements
credited to CREST stock accounts
of Qualifying CREST Shareholders
Recommended latest time and date 4.30 p.m. on 28
for requesting withdrawal of June 2018
Basic Entitlements and Excess
CREST Open Offer Entitlements
from CREST
Latest time for depositing Basic 3.00 p.m. on 29
Entitlements and Excess CREST June 2018
Open Offer Entitlements into
CREST
Latest time and date for splitting 3.00 p.m. on 2
Application Forms (to satisfy July 2018
bona fide market claims only)
Latest time and date for receipt 3.00 p.m. on 3
of Forms of Proxy for the General July 2018
Meeting
Latest time and date for receipt 11.00 a.m. on
of completed Application Forms 4 July 2018
and payment in full under the
Open Offer or settlement of relevant
CREST instruction (as appropriate)
General Meeting 3.00 p.m. on 5
July 2018
Announcement of the result of on 6 July 2018
the General Meeting and Open
Offer
Admission of the New Ordinary 8.00 a.m. on 9
Shares to trading on AIM July 2018
New Ordinary Shares in uncertificated As soon as practicable
form expected to be credited after 8.00 a.m.
to accounts in CREST (uncertificated on 9 July 2018
holders only)
Expected date of despatch of on 16 July 2018
definitive share certificates
for the New Ordinary Shares in
certificated form (certificated
holders only)
Annual General Meeting of the on 18 July 2018
Company
If any of the details contained in the timetable above should
change, the revised time and dates will be notified to Shareholders
by means of a Regulatory Information Service (as defined in the AIM
Rules) announcement.
In this Announcement, all references to times and dates are to
times and dates in London, United Kingdom. The timetable above
assumes that the Resolutions are passed at the General Meeting
without adjournment.
Dealing codes
The ISIN of the Basic Entitlements: GB00BD24ZC73
The ISIN of the Excess CREST Open Offer Entitlements:
GB00BD24ZD80
APPIX II
RISK FACTORS
Potential investors should carefully consider the risks
described below before making a decision to invest in the Company.
This Appendix II contains what the Directors believe to be certain
of the principal risk factors associated with an investment in the
Company. It should be noted that this list is not exhaustive and
that other risk factors will apply to an investment in the Company.
If any of the following risks actually occur, the Company's
business, financial condition and/or results or future operations
could be materially adversely affected. In such circumstances, the
trading price of the New Ordinary Shares could decline and an
investor may lose all or part of their investment. There can be no
certainty that the Company will be able to implement successfully
the strategy set out in this Announcement, the Circular or any
documents referred to therein. Additional risks and uncertainties
not currently known to the Directors or which the Directors
currently deem immaterial, may also have an adverse effect on the
Company.
This Announcement contains and the Circular will contain
forward-looking statements that involve risks and uncertainties.
The Company's actual results could differ materially from those
anticipated in the forward-looking statements as a result of many
factors, including the risks faced by the Company which are
described below and elsewhere in this Announcement. Prospective
investors should carefully consider the other information in this
Announcement. The risks listed below do not necessarily comprise
all the risks associated with an investment in the Company.
An investment in the Company may not be suitable for all
recipients of the Announcement and the Circular. Investors are
accordingly advised to consult an independent financial adviser
duly authorised under FSMA and who specialises in advising upon the
acquisition of shares and other securities before making a decision
to invest.
The Group's principal activity is the provision of consultancy
services to, as well as making and trading investments in,
financial services businesses, and specifically insurance
intermediaries. As with any business in this sector, there are
risks and uncertainties relevant to the Group's business. Certain
of these risk factors affect the majority of businesses, some are
common to businesses in the financial services and insurance sector
and others are more specific to the Group.
1 Principal risks and uncertainties relating to the Group
1.1 Price risk
The Group is exposed to private equity securities price risk.
The Group's investee companies are themselves subject to market
risks and it is not possible to guarantee that any of these
investee companies will perform to the Group's expectations. The
Group manages the risk by ensuring that there is a director
appointed to the board of each of its investee companies. In this
capacity, the appointed director can advise the Group's board of
investee companies' activities and prompt action can be taken to
protect the value of the investment.
1.2 Credit risk
The Group is exposed to the risk of default on the loans it has
made available to investee companies. The Group manages the risk by
ensuring that there is a director appointed to the board of each of
its investee companies. In this capacity, the appointed director
can advise the Group's board of investee companies' activities and
prompt action can be taken to protect the value of the loan. As
such the directors believe the credit risk to the Group is
adequately managed.
1.3 Liquidity risk
The Group is likely to commit to investments of a long-term and
illiquid nature in companies whose shares are not quoted or dealt
on any recognised investment exchange. Such investments are likely
to involve a high degree of risk and the timing of cash
distributions to investors is uncertain and unpredictable. Unquoted
investments can take several years to mature. Consequently, while
long-term performance of the underlying investments may be strong,
performance in the short term may be poor.
The directors assess and review the Group's liquidity position
and funding requirements on a regular basis and this is an agenda
item for the Group's board meetings. While the Directors consider
that, following the Placing and Open Offer, the Group will have
sufficient liquidity to manage its commitments, there can be no
assurance that further funding will not be required by the Group to
meet its commitments and to implement its business plan. Any
additional equity financing may be dilutive to Shareholders, and
debt financing, if available, may involve restrictions in financing
and operating activities.
1.4 New investment risk
The Group has an active New Business department which continues
to receive a strong pipeline of new investment opportunities. In
addition, there is often potential for further investment within
the Group's existing portfolio. An inherent risk of realising any
investment is the loss of a performing asset and a potential lack
of new investments to replace the lost income and capital growth.
Prior to reinvestment, returns on cash can be significantly lower,
which may reduce underlying profitability on a short-term basis
until funds are reinvested.
1.5 Concentration risk
The Group only invests in financial services businesses, and
specifically insurance intermediaries and is therefore subject to
the risk of loss in value of its investment portfolio in the event
of a downturn in this market. Though its investments are
concentrated, the Group has a wealth of experience in this specific
sector and seeks to manage concentration risk by making investments
across a variety of geographic areas, development stages of
business and classes of product.
1.6 Litigation risk
Legal proceedings, with or without merit, may arise from time to
time in the course of the Group's business. The Directors cannot
preclude litigation being brought against any member of the Group
(whether with or without merit) and any litigation brought against
any member of the Group could be expensive, time consuming and have
an adverse effect on the financial condition, results or operations
of the Group. The Group's business may be adversely affected if the
Group and/or its employees or agents are found not to have met the
appropriate standard of care or exercised their discretion or
authority in a prudent or appropriate manner in accordance with
accepted standards. The Directors regularly review the level and
scope of the Group's D&O liability insurance cover to ensure
that it is sufficient to mitigate these risks.
1.7 Currency exchange rate fluctuations and overseas activities
Although the Group's investments are predominantly within the UK
it also makes investments and derives income outside the UK. As
such, some of the Group's income and assets are subject to movement
in foreign currencies.
Foreign revenues are also subject to special risks that may
disrupt markets, including the risk of war, terrorism, civil
disturbances, embargo, and government activities. Revenue
generating activities in certain foreign countries may require
prior governmental approval in the form of an export licence and
otherwise be subject to tariffs and import/export restrictions.
There can be no assurance that the Group will not experience
difficulties in connection with future foreign revenues and, in
particular, adverse effects from foreign currency fluctuations.
Conducting business in most countries will require the Group to
become familiar with and to comply with foreign laws, rules,
regulations and customs. The Group has growing experience
conducting foreign business and the Group cannot assure investors
that it will be successful. Moreover, the Group's failure to comply
with foreign laws, rules and regulations of which the Group is not
aware may harm the development of the Group's business. Further,
risks are inherent in international operations, including the
following:
(a) customer agreements may be difficult to enforce and
receivables difficult to collect through a foreign country's legal
system;
(b) foreign customers may have longer payment cycles;
(c) foreign countries may tax foreign income and tax rates in
certain foreign countries may exceed those of the United Kingdom
and foreign earnings may be subject to withholding requirements or
the imposition of tariffs, exchange controls or other
restrictions;
(d) intellectual property rights may be more difficult to enforce in foreign countries; and
(e) general economic conditions in the countries in which the
Group seeks to trade could have an adverse effect on the Group
earnings from operations in those countries.
The Group engages in short term currency hedges from time to
time (but not always) when a need is identified for currency in a
certain denomination. The Group, in contracting to forward
contracts, may lose out on more advantageous deals closer to the
date of the transaction.
1.8 Interest rate risk
The Group had no interest bearing liabilities but had interest
bearing assets. Interest bearing assets are loans made available to
investee companies to aid their expansion and are normally subject
to a minimum interest rate to protect the Group from a period of
low interest rates.
1.9 General economic conditions and volatility
Market conditions may affect the ultimate value of the Ordinary
Shares regardless of operating performance. The Group could be
affected by unforeseen events outside its control, including,
natural disasters, terrorist attacks and political unrest and/or
government legislation or policy, variations in operating results,
changes in financial estimates and recommendations by securities
analysts, the share price performance of other companies that
investors may deem comparable to the Company, news reports relating
to trends in the Group's markets, and other factors outside the
Group's control. Further general economic conditions may affect
exchange rates, interest rates and inflation rates. Movements in
these rates may have an impact on the Company's cost of raising and
maintaining debt financing should it seek to do so in the future.
Prospective investors should be aware that the value of the
Ordinary Shares could go down as well as up and investors may
therefore not recover their original investment especially as the
market in the Ordinary Shares may have limited liquidity.
1.10 Risk of legal and regulatory changes
This is the risk that the Group or one of its component parts
breaches legal, regulatory or tax requirements of other
jurisdictions in which it has a presence. The Group's strategy has
been formulated in the light of the current regulatory and legal
environment and anticipated future changes. The regulatory and
legal environment may change and any such change may have adverse
consequences for the Group and its business.
The financial services industry is heavily regulated in most
jurisdictions. The majority of the companies owned by the Group are
subject to the regulatory system in the jurisdictions in which they
operate. These companies, and any future acquisitions by the Group,
may not be able to maintain the necessary licences, permits and
permissions, authorisations or accreditations in jurisdictions in
which they currently engage in business or may only be able to do
so only at significant cost.
In the United Kingdom, the Group is subject to regulation by the
FCA through its quotation on AIM but its business, as currently
operated, is not required to be regulated by the FCA. If the nature
of the business or the ambit of the FCA rules were to change the
Group might need to obtain approval from the FCA, without which the
Group would not be able to provide those services which require FCA
approval. Obtaining such approval would also have a cost
consequence for the Group. The FCA has substantial powers of
intervention in relation to the companies and the markets which it
regulates, with the ability to remove, restrict or modify the
authorisations and licences required to conduct business.
Regulators in other jurisdictions where the Group operates have
broadly similar powers to those of the FCA and US state regulatory
authorities.
In addition, the relevant members of the Group may not be able
to comply fully with, or obtain appropriate exemptions from, any
amendments to a regulatory regime. Failure to comply with or to
obtain appropriate exemptions under any applicable laws could
result in restrictions on the Group's ability to conduct business
in one or more of the jurisdictions in which it operates and could
result in the imposition of fines and other sanctions, each of
which could have a material adverse effect on its reputation,
financial condition and/or operating results.
Failure to comply with applicable regulations and solvency
requirements could result in an impediment to business development
and/or a variety of sanctions. The Directors are responsible for
ensuring that best practice is applied to ensure regulatory
compliance.
The Group operates in several tax jurisdictions around the
world. Tax risk is the risk associated with changes in tax law or
in the interpretation of tax law. It also includes the risk of
changes in tax rates and the risk of failure to comply with
procedures required by tax authorities. Failure to manage tax risks
could lead to an additional tax charge. It could also lead to a
financial penalty for failure to comply with required tax
procedures or other aspects of tax law. If, as a result of a
particular tax risk materialising, the tax costs associated with
particular transactions are greater than anticipated, it could
affect the profitability of those transactions.
The extent and complexity of the legal and regulatory
environment in which the Group operates and the products and
services the Group offers mean that many aspects of the business
involve substantial risks of liability. Any litigation brought
against the Group or any companies within it in future could have a
material adverse effect on the Group.
In addition, litigation may have a material adverse effect upon
the Group's business in that legal decisions between third parties
may expand apparent scope of legal liabilities, which in turn could
increase the amount of claims which have to be paid by the Group,
thereby reducing profits. The Group's owned companies are also
exposed to potential tort claims including claims for punitive or
exemplary damages that could have a materially adverse effect on
profitability.
The Group's Governance Function contains the control and
assurance functions (Compliance, Risk Management and Internal
Audit) which ensure that such functions are closely aligned. The
Group ensures that there is regular liaison with local management
and recruitment of local expertise where needed. The Group actively
manages relationships with all local regulators where the Group has
a presence.
1.11 Brexit
As a UK domiciled business, the Group is exposed to the risks
associated with the UK's decision to leave the European Union
("Brexit"). The Group is continually assessing the potential impact
of Brexit on the Group and its underlying investments, however it
is the Group's intention to continue to invest into the
international financial services market, a policy which has
historically had little or no direct impact from the UK's
membership of the European Union.
2 Risks relating to the Ordinary Shares
2.1 The market of the Ordinary Shares may fluctuate significantly
The market price of the Ordinary Shares may, in addition to
being affected by the Company's actual or forecast operating
results, fluctuate significantly as a result of factors beyond the
Company's control, including among others:
(a) changes in securities analysts' recommendations or the
failure to meet the expectations of securities analysts;
(b) changes in the performance of the financial services and
insurance industries as a whole; and
(c) fluctuations in stock market prices and volumes, and general market volatility.
Any or all of these events could result in a material decline in
the market price of the Ordinary Shares, regardless of the actual
performance of the Group. Shareholders should be aware that the
value of the Ordinary Shares may go down as well as up and may not
reflect the underlying asset values or prospects of the
Company.
2.2 Future issues of Ordinary Shares will result in immediate dilution
The Group may require additional capital in the future which may
not be available to it. If available, future financings to provide
this capital may dilute Shareholders' proportionate ownership in
the Company. The Company may raise capital in the future through
public or private equity financings or by raising debt securities
convertible into Ordinary Shares, or rights to acquire these
securities. Any such issues may exclude the pre-emption rights
pertaining to the then outstanding shares. If the Company raises
significant amounts of capital by these or other means, it could
cause dilution for the Company's existing Shareholders. Moreover,
the further issue of Ordinary Shares could have a negative impact
on and/or increase the volatility of the market price of the
Ordinary Shares.
Furthermore, the issue of additional Ordinary Shares may be on
more favourable terms than the fundraising.
The Company may also issue further Ordinary Shares, or create
further options over Ordinary Shares, as part of its employee
remuneration policy, which could in aggregate create a dilution in
the value of the Ordinary Shares and the proportion of the
Company's share capital in which investors are interested.
In addition, the issue of additional Ordinary Shares by the
Company, or the possibility of such issue or exercise, may cause
the market price of the Ordinary Shares to decline and may make it
more difficult for Shareholders to sell Ordinary Shares at a
desirable time or price.
The proposed issue of the New Placing Shares and the Open Offer
Shares will also dilute existing shareholdings of Shareholders.
Qualifying Shareholders will be able to mitigate the extent of this
dilution by applying for Open Offer Shares in the Open Offer.
2.3 Future sale of Ordinary Shares
The Company is unable to predict when and if substantial numbers
of Ordinary Shares will be sold in the open market. Any such sales,
or the perception that such sales might occur, could result in a
material fall in the market price of the Ordinary Shares. The
ability of an investor to sell Ordinary Shares will also depend on
there being a willing buyer for them at an acceptable price.
Consequently, it might be difficult for an investor to realise
his/her investment in the Group and he/ she may lose all of his/her
investment.
2.4 Risk relating to Open Offer entitlements
If a Shareholder does not take up his Open Offer Entitlement,
his interest in the Company will be diluted. Shareholders'
proportionate ownership and voting interest in the Company will be
reduced pursuant to the Fundraising. In addition, to the extent
that Shareholders do not take up their Open Offer Entitlement,
their proportionate ownership and voting interest in the Company
will be further reduced.
2.5 Investment in publicly quoted securities
The New Ordinary Shares will be traded on AIM and no application
is being made for the admission of the Ordinary Shares to the
Official List. Investment in securities traded on AIM is perceived
to involve a higher degree of risk and be less liquid than
investment in companies whose securities are listed on the
"Official List" in the UK and traded on the London Stock Exchange's
main market for listed securities. AIM is a market designed
primarily for emerging or smaller companies to which a higher
investment risk tends to be attached rather than for larger or more
established companies. A prospective investor should be aware of
the risks of investing in such companies and should make the
decision to invest only after careful consideration and, if
appropriate, consultation with an independent financial adviser
authorised under FSMA who specialises in advising on the
acquisition of shares and other securities.
An investment in Ordinary Shares traded on AIM may be difficult
to realise. Although AIM has been in existence since June 1995,
Admission to AIM does not guarantee that there will be a liquid
market for New Ordinary Shares. An active public market for New
Ordinary Shares may not develop or be sustained after Admission and
the market price of the Ordinary Shares may fall below the Issue
Price. Prospective investors should be aware that the value of the
Ordinary Shares may go down as well as up and that the market price
of the Ordinary Shares may not reflect the underlying value of the
Company. Investors may therefore realise less than, or lose all of,
their investment.
2.6 Potentially volatile share price and liquidity
An investment in a share which is traded on AIM, such as the
Ordinary Shares, may be difficult to realise and carries a high
degree of risk. The ability of an investor to sell Ordinary Shares
will depend on there being a willing buyer for them at an
acceptable price. The Ordinary Shares may be illiquid and,
accordingly, an investor may find it difficult to sell Ordinary
Shares, either at all or at an acceptable price. Consequently, it
might be difficult for an investor to realise his/her investment in
the Group and he/ she may lose all of his/her investment.
The share price of companies quoted on AIM can be highly
volatile and shareholdings illiquid. The price at which the
Ordinary Shares are quoted and the price at which investors may
realise their investment in the Company may be influenced by a
significant number of factors, some specific to the Company and its
operations and some which affect quoted companies generally. These
factors could include the performance of the Company, large
purchases or sales of Ordinary Shares, legislative changes and
general, economic, political or regulatory conditions.
2.7 No guarantee that the Ordinary Shares will continue to be traded on AIM
The Company cannot assure investors that the Ordinary Shares
will always continue to be traded on AIM or on any other exchange.
If such trading were to cease, certain investors may decide to sell
their shares, which could have an adverse impact on the price of
the Ordinary Shares. Additionally, if in the future the Company
decides to obtain a listing on another exchange in addition or as
an alternative to AIM, the level of liquidity of the Ordinary
Shares traded could decline.
2.8 Timetable for 2018 Final Dividend
In the unlikely event, Admission does not occur at 8.00 a.m. on
9 July 2018, being the expected date of Admission, and is
subsequently delayed beyond the date on which the Ordinary Shares
are quoted ex the 2018 Final Dividend (being 12 July 2018), the New
Ordinary Shares issued as part of the Placing and Open Offer will
be issued "ex-dividend" and the holders of the New Ordinary Shares
would therefore not be entitled to receive the 2018 Final
Dividend.
2.9 US Securities legislation
The New Ordinary Shares have not been, nor will they be,
registered under the US Securities Act and there are restrictions
on transfer under the US Securities Act. The New Ordinary Shares
are being offered and sold outside the United States in
transactions exempt from the registration requirements of the US
Securities Act in reliance on Regulation S under the US Securities
Act. The New Ordinary Shares may not be offered, sold or delivered
in or into the United States unless the transfer is registered
under the US Securities Act, or an exemption from the registration
requirements of Section 5 of the US Securities Act provided by
section 4(2) under the US Securities Act or another applicable
exemption is available.
Only the Company is entitled to register the Ordinary Shares
under the US Securities Act and the Company has no obligation to do
so. The Company can give no assurances that an exemption from
registration under the US Securities Act will be available to any
subscribers for or purchasers of Ordinary Shares.
3 Industry specific risks
3.1 Business Development and Growth
There is a potential risk that the Group fails to identify and
harness new business opportunities, and/or its profitability is
impaired following the establishment/acquisition of new
business.
The Group operates in a competitive environment and faces
competition from current and potential competitors. The Group may
not be able to compete effectively with such competitors,
particularly those with far greater capital resources.
The Group has made numerous investments in recent years and the
Directors expect to continue to make such investments. There is no
guarantee, however, that there will be any potential investments in
the future which meet the Group's criteria.
The acquisition of financial services and insurance
intermediaries, businesses or investment portfolios may require the
approval of the relevant regulator, in respect of, not only the
Group, but also of its controllers and potentially the Group's
directors and officers. There is no guarantee that the relevant
regulators will provide such approval or that the conditions on
which the regulators will grant such approval will be
acceptable.
No assurance can be given that the Group will be able to manage
future acquisitions profitably or to integrate such acquisitions
successfully without substantial costs, delays or other
problems.
3.2 Ineffective Cash Flow Management
This is the risk that the Group fails to implement adequate
controls over cash flow and liquidity leading to financial
shortfalls.
The Group must actively manage its cash flow to ensure that
operating cash flow requirements, debt repayments (together with
interest payable) and claims payments can be met and the Group's
distribution policy sustained. The Group undergoes a thorough
annual budgeting process, which includes a monthly Group cash flow
projection, against which actual movements are regularly monitored
through, for example, the weekly circulation of the cash balances
in each of the Group's entities. If cash flows are not managed,
this will adversely affect the Group's ability to make
acquisitions, and sustain its distribution policy.
The Group assesses and reviews its liquidity position and
funding requirements on a regular basis and this is an agenda item
for board meetings.
3.3 Forward-looking statements
This Announcement includes and the Circular will include
forward-looking statements concerning the Group. Forward-looking
statements are based on current expectations and projections about
future events. These forward-looking statements are subject to
risks, uncertainties and assumptions about the Group. Subject to
the Company's continuing obligations under the AIM Rules and
applicable laws and regulations, the Group undertakes no obligation
to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
3.4 Cyber risk
This risk has arisen from rapid technological advances,
particularly in the area of social media.
Cyber-attacks or information security failures can take many
forms, and include (but are not restricted to):
-- generally, breaches of the Group's information security policy;
-- more specifically, breaches of applicable Data Protection legislation;
-- organised crime entities;
-- phishing;
-- viruses, works, malware, hacks;
-- denial of service attacks;
-- data corruption;
Cyber-attacks or information security failures could have a
significant adverse impact on the reputation of the Group and its
relationships with its customers and other stakeholders.
APPIX III
DEFINITIONS
Admission admission of the New Ordinary
Shares to trading on AIM and such
admission becoming effective in
accordance with the AIM Rules;
AIM the AIM market operated by the
London Stock Exchange;
AIM Rules the AIM Rules for Companies and/or
the AIM Rules for Nominated Advisers
(as the context may require);
AIM Rules for the rules of AIM as set out in
Companies the publication entitled 'AIM
Rules for Companies' published
by the London Stock Exchange from
time to time;
AIM Rules for the rules of AIM as set out in
Nominated Advisers the publication entitled 'AIM
Rules for Nominated Advisers'
published by the London Stock
Exchange from time to time;
Announcement this announcement (including the
appendices to this announcement);
Application Form the application form to accompany
the Circular to be used by Qualifying
Non-CREST Shareholders in connection
with the Open Offer;
Basic Entitlement the Open Offer Shares which a
Qualifying Shareholder is entitled
to subscribe for under the Open
Offer calculated on the basis
of 1 Open Offer Share for every
21 Existing Ordinary Shares held
by that Qualifying Shareholder
as at the Record Date, such entitlement
being calculated by reference
to, inter alia, the non-take up
undertaking from Brian Marsh under
the Brian Marsh Subscription Commitment;
Board the board of directors of the
Company for the time being who
are providing recommendations
in relation to the Placing and
the Open Offer in this Announcement
(with the exception of Brian Marsh,
who has abstained from providing
a recommendation on account of
his personal participation in
the Placing and Open Offer);
B.P. Marsh SIP the B.P. Marsh & Partners Plc
Share Incentive Plan, being the
statutory "schedule 2" share incentive
plan of the Company established
by the Group on 29 March 2016;
B.P. Marsh SIP means B.P. Marsh and Co. Trustee
Trustee Company Limited, a company incorporated
in England and Wales with registered
number 04205559 and having its
registered office at 4 Matthew
Parker Street, London, England
SW1H 9NP established to hold Ordinary
Shares allocated to the B.P. Marsh
SIP;
Brian Marsh Subscription the undertakings in respect of
Commitment taking up under the Open Offer
by Brian Marsh (for himself and
on behalf of B.P. Marsh Management
Limited) as further described
in Appendix I of this Announcement;
certificated or the description of a share or
in certificated other security which is not in
form uncertificated form (that is not
in CREST);
Circular the circular of the Company giving
(amongst other things) details
of the Placing and Open Offer
and incorporating the Notice of
General Meeting, which is to be
published on or around 13 June
2018;
Closing Price the closing middle market quotation
of an Ordinary Share as derived
from the Daily Official List of
the London Stock Exchange;
Company or B.P. B.P. Marsh & Partners Plc, a company
Marsh incorporated in England and Wales
with registered number 05674962
and having its registered office
at 4 Matthew Parker Street, London,
England SW1H 9NP;
CREST the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations);
Directors the board of directors of the
Company for the time being (inclusive
of Brian Marsh);
Disclosure and the disclosure guidance and transparency
Transparency Rules rules of the FCA as amended from
or DTRs time to time;
EBT the B.P. Marsh Employees Share
Trust, being the employee benefit
trust established to acquire and
hold 5.00 per cent. of the Existing
Issued Share Capital to provide
benefits to employees and former
employees of the Company in the
form of options over, or interests
in, Ordinary Shares;
Enlarged Share the issued share capital of the
Capital Company immediately following
Admission, assuming (save for
the purposes of calculating the
29.9 per cent. Aggregate Limit)
the maximum number of Open Offer
Shares are allotted and, for the
avoidance of doubt, including
any Ordinary Shares allotted under
the 2018 JSOP and any Ordinary
Shares allotted pursuant to the
2018 SIP Allocation before Admission;
EU the European Union;
Euroclear Euroclear UK & Ireland Limited;
Excess Application the mechanism whereby a Qualifying
Facility Shareholder, who has taken up
his Basic Entitlement in full,
can apply for Excess Shares up
to an amount equal to the total
number of Open Offer Shares available
under the Open Offer less an amount
equal to a Qualifying Shareholder's
Basic Entitlement, subject always
to the 29.9 per cent. Aggregate
Limit, as will be more fully set
out in the Circular and subject
to the terms of the Brian Marsh
Subscription Commitment;
Excess CREST Open in respect of each Qualifying
Offer Entitlements CREST Shareholder who has taken
up his Basic Entitlement in full,
the entitlement to apply for Open
Offer Shares in addition to his
Basic Entitlement credited to
his stock account in CREST, pursuant
to the Excess Application Facility,
which may be subject to scaling
back in accordance with the provisions
of the Circular;
Excess Shares Open Offer Shares which are not
taken up by Qualifying Shareholders
pursuant to their Basic Entitlement
and which are offered to Qualifying
Shareholders under the Excess
Application Facility;
Excluded Overseas other than as agreed by the Company
Shareholders and Panmure Gordon or as permitted
by applicable law, Shareholders
who are located or have registered
addresses in a Restricted Jurisdiction;
Existing Issued the issued share capital of the
Share Capital Company as at the Latest Practicable
Date;
Existing Ordinary the 29,226,040 Ordinary Shares
Shares in issue as at the Record Date;
FCA the UK Financial Conduct Authority;
Form of Proxy the form of proxy to accompany
the Circular relating to the General
Meeting;
FSMA the UK Financial Services and
Markets Act 2000 (as amended);
General Meeting the general meeting of the Company,
or GM notice of which is to be set out
in the Circular, and including
any adjournment(s) thereof;
Group the Company and/or its subsidiary
undertakings at the date of this
Announcement (as defined in sections
1159 and 1160 of the Act);
Investor or PSC PSC UK Pty Limited, a company
incorporated in Australia with
registered number 154 179 754
and having its registered office
at C/- PSC Insurance, Level 4,
96 Wellington Parade, East Melbourne,
VIC 3002, Australia;
Issue Price 252 pence per New Ordinary Share;
Latest Practicable means 5.00 p.m. on 11 June 2018,
Date being the latest practicable date
prior to publication of this Announcement;
Link Asset Services Link Asset Services, a trading
name of Link Market Services Limited,
a company incorporated in England
and Wales with registered number
02605568 and having its registered
office at The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU;
London Stock Exchange London Stock Exchange plc;
New Ordinary Shares the New Placing Shares and the
Open Offer Shares to be issued
by the Company pursuant to the
Placing and the Open Offer;
New Placing Shares 6,169,194 new Ordinary Shares
to be issued by the Company pursuant
to the Placing;
Notice of General the notice of General Meeting
Meeting to be set out in the Circular;
Open Offer the conditional invitation by
the Company to Qualifying Shareholders
to apply to subscribe for Open
Offer Shares at the Issue Price
on the terms and subject to the
conditions set out in the Circular
and in the case of the Qualifying
Non-CREST Shareholders only, the
Application Form, subject to the
terms of the Brian Marsh Subscription
Commitment;
Open Offer Entitlements an entitlement to subscribe for
Open Offer Shares, allocated to
a Qualifying Shareholder under
the Open Offer (and, for the avoidance
of doubt, references to Open Offer
Entitlements include Basic Entitlements
and Excess CREST Open Offer Entitlements);
Open Offer Shares the 595,238 new Ordinary Shares
to be offered to Qualifying Shareholders
under the Open Offer;
Overseas Shareholders Shareholders with registered addresses
outside the UK or who are citizens
of, incorporated in, registered
in or otherwise resident in, countries
outside the UK;
Ordinary Shares ordinary shares of 10 pence each
in the capital of the Company;
Participant ID the identification code or membership
number used in CREST to identify
a particular CREST member or other
CREST participant;
Panmure Gordon Panmure Gordon (UK) Limited, a
or Panmure Gordon company incorporated in England
(UK) Limited with company number 04915201 and
having its registered office at
One New Change, London, EC4M 9AF,
and who at the date of this Announcement
is appointed as: (i) the nominated
adviser, financial adviser and
broker to the Company; and (ii)
agent for B.P. Marsh Management
Limited;
PSC Group PSC Insurance Group Limited, a
company incorporated in Australia
with registered number 147 812
164 and having its registered
office at 96 Wellington Parade,
East Melbourne, Victoria, 3002,
Australia, and being the ultimate
holding company of PSC UK Pty
Limited;
Placing Shares the 6,169,194 New Placing Shares
to be issued by the Company to
the Investor and the 1,166,310
Sale Shares to be transferred
to the Investor under the Placing;
Placing the placing of the Placing Shares
to the Investor pursuant to the
Placing and Open Offer Agreement;
Placing and Open the conditional agreement dated
Offer Agreement 12 June 2018 between the Company,
B.P. Marsh Management Limited
and Panmure Gordon (UK) Limited
relating to the Placing and Open
Offer, details of which will be
set out in the Circular;
Qualifying CREST Qualifying Shareholders whose
Shareholders Existing Ordinary Shares on the
register of members of the Company
on the Record Date are in uncertificated
form;
Qualifying Non-CREST Qualifying Shareholders whose
Shareholders Existing Ordinary Shares on the
register of members of the Company
on the Record Date are held in
certificated form;
Qualifying Shareholders holders of Existing Ordinary Shares
on the register of members of
the Company at the Record Date
with the exception (subject to
certain exceptions) of Excluded
Overseas Shareholders, subject
to the terms of the Brian Marsh
Subscription Commitment;
Record Date 5.00 p.m. on 11 June 2018;
Registrars or Link Asset Services;
Receiving Agent
Regulatory Information has the meaning given in the AIM
Service or RNS Rules for Companies;
Resolutions the resolutions to be proposed
at the General Meeting which will
be set out in full in the Notice
of General Meeting;
Restricted Jurisdictions the United States and each of
Canada, Australia, New Zealand,
the Republic of South Africa and
Japan;
Sale Shares the 1,166,310 Ordinary Shares
held by B.P. Marsh Management
Limited (a company wholly owned
by Brian Marsh) to be transferred
to the Investor under the Placing;
Shareholders holders of Ordinary Shares;
uncertificated recorded on a register of securities
maintained by Euroclear in accordance
with the CREST Regulations as
being in uncertificated form in
CREST and title to which, by virtue
of the CREST Regulations, may
be transferred by means of CREST;
UK or United Kingdom the United Kingdom of England,
Scotland, Wales and Northern Ireland;
US or United States the United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Columbia;
US Securities the US Securities Act of 1933
Act (as amended);
GBP or sterling pounds sterling, the legal currency
of the United Kingdom;
A$ Australian dollar;
29.9 per cent. the restriction on the number
Aggregate Limit of Open Offer Shares that each
Qualifying Shareholder (other
than B.P. Marsh Management Limited
in respect of any application
for Excess Shares up to an amount
of GBP500,000 pursuant to the
Brian Marsh Subscription Commitment)
may receive under the Open Offer
on the basis that no Qualifying
Shareholder shall be entitled
to receive in excess of such number
of Open Offer Shares as would
bring its aggregate interest in
the Company to more than 29.9
per cent. of the Enlarged Share
Capital;
2014 JSOP the Jointly Owned Share Plan for
eligible employees and senior
executives which was initiated
in November 2014 and subsequently
matured in November 2017;
2018 Final Dividend the final cash dividend of 4.76
pence per Ordinary Share in respect
of the 12 month period ended 31
January 2018;
2018 JSOP the joint share ownership plan
of the Company approved by resolution
of the Remuneration Committee
of the Company; and
2018 SIP Allocation means the transfer from treasury
of 21,009 Ordinary Shares for
nil consideration to the B.P.
Marsh SIP Trustee and the issue
and allotment of 26,303 new Ordinary
Shares to the B.P. Marsh SIP Trustee.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOELIFVRREIFLIT
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