TIDMBPM
RNS Number : 3026Q
B.P. Marsh & Partners PLC
17 October 2023
17 October 2023
B.P. Marsh & Partners Plc
("B.P. Marsh", "the Company" or "the Group")
Half-Year Results
B.P. Marsh & Partners Plc (AIM: BPM), the specialist
investor in early stage financial services businesses, announces
its unaudited Group Half-Year Results for the six months to 31 July
2023 (the "Period").
Highlights:
-- Net Asset Value at 31 July 2023 GBP203.5m (31 January 2023: GBP189.5m; 31 July 2022 GBP179.8m)
-- Net Asset Value per share 567.3p (31 January 2023: 526.2p; 31 July 2022: 499.0p)
-- Consolidated profit before tax of GBP15.6m for the Period
(six months to 31 July 2022: GBP17.0m; year ending 31 January 2023:
GBP27.6m)
-- Total Shareholder return of 7.9% for the Period including the
aggregate dividends paid in February and July 2023 (13.7% for the
12 months since 31 July 2022, inclusive of the dividends paid in
February and July 2023)
-- Cash of GBP4.3m as at 31 July 2023
-- Current cash of GBP51.0m, following receipt of the proceeds from the sale of Kentro
Commenting on the results, Brian Marsh OBE, Chairman, said:
"I am pleased that we have delivered a strong set of results,
both in terms of increasing the value of the portfolio and
investment realisations. This gives the Company the ability to
reinvest in a portfolio that is growing in value, and source new
investment opportunities, alongside returning value to
shareholders."
Analyst briefing:
An analyst presentation, hosted by the Company, will be held at
10:00am today. Please contact Tim Pearson at Tavistock
Communications on 07983118502 or tim.pearson@tavistock .co.uk
should any analyst wish to attend.
Investor presentation:
B.P. Marsh will also provide a presentation for all existing and
potential shareholders via the Investor Meet Company platform on 18
October 2023 at 11:00am.
Questions can be submitted pre-event via your Investor Meet
Company dashboard up until 9am the day before the meeting or at any
time during the live presentation.
Investors can sign up to Investor Meet Company for free and add
to meet B.P. Marsh via:
https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor
Note
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
For further information, please visit www.bpmarsh.co.uk or contact:
B.P. Marsh & Partners Plc
Brian Marsh OBE / Alice Foulk +44 (0)20 7233 3112
Panmure Gordon (UK) Limited
Atholl Tweedie / Amrit Mahbubani / Stephen Jones
/ Ailsa MacMaster +44 (0)20 78862500
Tavistock bpmarsh@tavistock.co.uk
Simon Hudson / Tim Pearson / Katie Hopkins +44 (0)20 7920 3150
Notes to Editors:
B.P. Marsh's current portfolio contains fourteen companies. More
detailed descriptions of the portfolio can be found at
www.bpmarsh.co.uk .
Since formation over 30 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 approaching ten years.
Statement by the Chairman and Managing Director
We are pleased to present the unaudited Consolidated Financial
Statements of B.P. Marsh & Partners Plc for the six month
Period to 31 July 2023.
Half-Year Results
During the Period the Group's Net Asset Value ("NAV") has grown
by GBP14.0m from GBP189.5m (31 January 2023) to GBP203.5m which,
together with the dividends paid in February 2023 and July 2023,
represents an increase of 7.9%. NAV per share as at 31 July 2023 is
556.3p on a fully diluted basis, an increase of 39.4p from 31
January 2023.
As previously announced, the Group has completed two new
investments during the Period. These were into the London-based
Managing General Agency, Verve Risk Services Limited, and the newly
incorporated holding company Pantheon Specialty Limited (since
changed to Pantheon Specialty Group Limited) that concurrently
acquired the Lloyd's Broker Denison And Partners Limited. The Group
is pleased to have partnered with such strong management teams and
is looking forward to watching these companies flourish.
The Group also announced the conditional sale of its
shareholding in Kentro Capital Limited ("Kentro") in May 2023 for
GBP51.5m net of all costs. As subsequently announced on 9 October
2023 all conditions were met and the Group received GBP51.5m in
proceeds.
We believe the successful sale of Kentro underpins B.P. Marsh's
approach to its valuation methodologies and demonstrates that our
track record is both reliable and reasonable. The sale of Kentro
for GBP51.5m represents an IRR of 24% inclusive of income and fees
and a money multiple on the equity investment of 3.41x.
As the remainder of 2023 continues, the Group is in a strong
position from a cash and new business perspective to capitalise on
opportunities both within our current portfolio and outside of it.
As supportive investors, we intend to ensure that the capital
requirement needs of our portfolio can be met to aid further growth
whilst also ensuring we are able to invest in attractive new
business opportunities which fit the Group's criteria.
With the receipt of the proceeds of sale from Kentro, the Board
has declared a special dividend of 2.78p per ordinary share to be
paid on 24 November 2023 to all shareholders on the Register as at
27 October 2023. The Group also reminds its shareholders that the
intention is to pay an aggregate dividend of GBP2.0m in 2024, via
an interim dividend of GBP1.0m around February 2024 and a final
dividend of GBP1.0m in July 2024 subject to Shareholder Approval,
and to replicate this for the subsequent two financial years.
The Board of B.P. Marsh intends to continue to strike a balance
between utilising sale proceeds for investment for long-term
capital growth, whilst providing shareholders with a meaningful
ongoing return. The Board continues to discuss its aim to return
meaningful levels of capital to shareholders and will provide more
information in due course.
The Group remains acutely aware of the ongoing difficulties
faced by the wider economic environment. Given the fact that the
Group remains debt free and has a two-pronged investment approach
of both equity and loan funding that has been benchmarked against
the base rate, we have managed to avoid being adversely impacted by
the increasing interest rates. The Group has continuously monitored
the impact of the rising cost of living on its employees and
intervened when it felt appropriate.
On 6 September 2023, the Board, on the recommendation of the
Remuneration Committee, adopted the B.P. Marsh & Partners plc
2023 Share Option Plan ("Option Plan"). It is the belief of the
Chairman and Managing Director that the current Team at B.P. Marsh
is the best suited to take it into the next stage of growth and
proper incentivisation is key to retaining the talent within the
employee base, and further aligning employees' interests with those
of our shareholders. The Option Plan is a discretionary employee
share plan under which selected employees and executive directors
may be granted options, with a nil-cost, nominal value or market
value exercise price, to acquire shares in the Company if certain
pre-determined conditions are satisfied. It is envisaged that no
options will be granted under the Option Plan which would cause the
number of shares to be issued under the Option Plan to exceed 4.5%
of the issued share capital of the Company. Further details of the
Option grants awarded under the Option Plan will be announced in
due course.
The Group is pleased with its performance to 31 July 2023,
demonstrating once again the success of its track record and has
positioned itself in a place to be able to utilise the proceeds of
sale from Kentro effectively.
Brian Marsh Alice Fouk
Chairman Managing Director
17 October 2023 17 October 2023
Chief Investment Officer's Portfolio Update, New Business and
Outlook
As announced on 23 May 2023, the Group agreed to sell its 18.7%
shareholding in Kentro to Brown & Brown, Inc for GBP51.5m. The
sale completed on 9 October 2023 at which point the Group received
GBP51.5m in cash.
The investment and subsequent sale of Kentro illustrates the
Group's capability to source niche investment opportunities, back
successful management teams and successfully realise value for our
shareholders. This disposal delivered an Internal Rate of Return of
23.7% (inclusive of all income and fees) and a money multiple on
the equity investment of 3.41x.
In the six month period to 31 July 2023 the underlying portfolio
continued to perform well.
Over the Period, the valuation of the Group's equity portfolio
has increased by 8.6% adjusting for additions and disposals, with
NAV increasing by 7.3%.
Over the past 12 months, the equity portfolio has increased by
16.1% adjusting for additions and disposals, with NAV increasing by
13.2%.
The Group's cash balance of GBP51.0m will allow the Group to
continue to:-
-- identify businesses with strong management teams and good growth potential;
-- help fund, support, and develop these companies so they can
deliver on growth opportunities; and
-- produce returns from investments made for our shareholders,
via a blend of ongoing equity growth of the portfolio and regular
returns of capital to shareholders via dividends.
The Group remains focussed on sourcing new business and has an
active pipeline of new business opportunities which are currently
being considered.
In the period, the Group completed two new investments, as
follows:-
-- Verve Risk Services Limited ("Verve") - a London-based
Managing General Agency, which specialises in Professional and
Management Liability business for the insurance industry in the
USA, Canada, Bermuda, Cayman Islands and Barbados.
-- Pantheon Specialty Limited ("Pantheon") - A London-based
start-up broker, led by Rob Dowman, a recognised leading London
Market Casualty broker, specialising in complex liability
placements worldwide.
B.P. Marsh is well-known in the financial services (sub)sector
in which it specialises, with a focus on Insurance Brokers and
Managing General Agencies.
The Group continues to focus on investing in niche SME sectors
backed by experienced and capable management teams, which will
create long term growth and consequential value.
The Group continues to monitor trends in the insurance market,
specifically when it comes to premium rates and M&A.
Across the global property and casualty market rates continue to
rise, although the pace is slowing. In the second quarter of 2023,
across the whole insurance industry, rates increased by 3%. Whilst
this is the 23rd consecutive quarter of rate increases, the
increase is down from the peak of 22% in the fourth quarter of
2020.
Rate increases were relatively consistent across all regions in
which our portfolio operates; rate increases were highest in
property classes (+10% in Q2 2023), more modest in casualty classes
(+3% in Q2 2023) and declined across financial and professional
lines (-8% in Q2 2023).
Property rates were mainly driven by costs of reinsurance,
strong capacity demand, limited new entrants to the market and
ongoing losses.
Overall, the Group does not anticipate the market returning to
the pricing of the last soft market in the short to medium
term.
Turning to the insurance M&A market, whilst the number of
transactions are down from a recent peak in 2021, they are static
with 2022 and there remains a strong demand for specialty MGAs and
brokers. Given the niche businesses in which the Group invests, the
business is well positioned to take advantage of the current
M&A market, both on the buy and sale side.
Portfolio Update
New Investments
Within the six month period to 31 July 2023, the Group completed
on two acquisitions:-
Pantheon Specialty Group Limited ("Pantheon")
+ 0.4 pence NAV per share change in the Period
In June 2023, B.P. Marsh subscribed for a 25% stake in Pantheon,
a new holding company established in partnership with Robert
Dowman.
Robert Dowman has over 30 years of experience in the insurance
industry, starting his career in 1989 at the Lloyd's Broker
Gallagher Plumer where he spent six years before joining Jardine
Insurance Brokers in 1995. Robert then joined Besso's Casualty
Division in 2000, becoming Managing Director of Besso Global
Casualty in 2007 and Joint CEO of Besso Group and Besso Limited in
2015.
With the support of B.P. Marsh, Robert Dowman wants to build a
market leading independent specialist broker across multiple
markets.
Since investment, Robert Dowman has hired a number of key
individuals. This team is recognised as leading London Market
Casualty brokers, specialising in complex liability placements
worldwide.
Pantheon provided B.P. Marsh with an excellent opportunity to
invest in a business with a well-established and highly experienced
leadership team and strong growth potential over the coming
years.
In September 2023, post period end, the Company provided a loan
facility of GBP3.0m to Pantheon for working capital purposes.
Date of initial investment: June 2023
31 July 2023 valuation: GBP0.1m
Cost of Equity: GBP25
Equity stake: 25%
Verve Risk Services Limited ("Verve")
0.0 pence NAV per share change in the Period
In April 2023, the Group announced that it had acquired a 35%
Cumulative Preferred Ordinary shareholding in Verve, a London-based
Managing General Agency.
Verve specialises in Professional and Management Liability
business for the insurance industry in the USA, Canada, Bermuda,
Cayman Islands and Barbados.
Since investment, Verve has performed well, outperforming its
budget for the months following the involvement of B.P. Marsh.
The Group looks forward to continuing its support for Verve and
its Management Team over the coming years, supporting the business
to achieve its long term ambitions and goals.
Date of initial investment: April 2023
31 July 2023 valuation: GBP0.44m
Cost of Equity: GBP0.4m
Equity stake: 35%
Follow-on Investments and Funding
CBC UK Limited ("CBC") / Paladin Holdings Limited
("Paladin")
+ 30.3 p ence NAV per share change in the Period
Paladin, the holding company for CBC, the London based Lloyd's
insurance broker, continues to trade significantly ahead of budget
in 2023.
At 31 July 2023 Paladin had achieved GBP7.5m of consolidated
adjusted EBITDA for seven months' trading against a full year
budget of GBP5.5m, up 183% over the prior year period
(GBP2.7m).
The growth year-on-year has been achieved through a combination
of new hires, new product lines and organic growth.
From the time of our original investment, through to 31 July
2023, the Group's valuation in CBC has risen significantly, with
the Group's shareholding now valued at GBP30.5m.
This represents an equity value uplift of GBP11.3m or 59% over
the prior valuation at 31 January 2023. Over the period from 31
July 2022, B.P. Marsh's equity value in CBC has increased by
GBP20.6m or 209%.
The Group has also provided Paladin / CBC with further funding,
as follows:-
-- In July 2023, the Group lent Paladin GBP1.5m which, together
with its own funds, enabled CBC to repay its GBP2.7m loan from
Coutts & Co; and
-- In August (post period end), the Group lent Paladin a further
GBP0.8m. This enabled Paladin to exercise a Call Option with the
Group over 5.9% of shares in Paladin which the Group owned. Once
acquired, these shares were cancelled.
Date of initial investment: February 2017
31 July 2023 valuation: GBP30.5m
Cost of Equity: GBP0.8m
Equity stake: 47.1%
NAV breakdown by portfolio company
The composition of B.P. Marsh's underlying investment portfolio
can be found here:
The Group's current investments are in the Insurance
Intermediary sector, with the exception of the independent
financial adviser LEBC.
These insurance investments are budgeting to produce in the
aggregate GBP1.75bn of insurance premium during 2023 (2022:
GBP1.32bn), and a breakdown between brokers and MGAs can be found
here:-
*The GWP figures shown are inclusive of Kentro's GWP
numbers.
Insurance Brokers
Investments:
% of Internal
NAV rate Current
Equity at of return Multiple
% at Valuation 31 to 31 on
Date of 31 July Cost of at 31 July July July Invested
Brokers Investment Jurisdiction 2023 Investment 2023 2023 2023 Capital
CBC Feb-17 UK 47.06% GBP803,500 GBP30,530,000 15.0% 42.72% 38.0x
Lilley
Plummer
Risks Oct-19 UK 30.00% GBP308,242 GBP8,861,000 4.4% 87.52% 28.75x
(NA -
Pantheon over
Specialty Jun-23 UK 25.00% GBP25 GBP132,000 0.1% 747.70% 1000x)
Asia
Reinsurance
Brokers Apr-16 Singapore 25.00% GBP1,551,084 GBP0 0.0% -21.74% -
The Group's Broking investments are budgeting to place over
GBP868.0m of GWP (*2022: GBP547.8m), producing over GBP76.0m (2022:
GBP57.1m) of commission income in 2023, accessing specialty markets
around the world.
Underwriting Agencies / Managing General Agents ("MGAs")
Investments:
% of Internal
NAV rate Current
Equity at of return Multiple
% at Valuation 31 to 31 on
Date of 31 July Cost of at 31 July July July Invested
MGAs Investment Jurisdiction 2023 Investment 2023 2023 2023 Capital
Kentro Aug-14 UK 18.70% GBP15,126,554 GBP51,522,000 25.3% 24.28% 3.41x
XPT Jun-17 USA 27.30% GBP10,138,626 GBP33,444,000 16.4% 30.62% 3.30x
ATC Jul-18 Australia 25.39% GBP3,345,229** GBP18,261,000 9.0% 39.45% 5.45x
(NA -
over
SSRU Jan-17 Canada 30.00% GBP19 GBP11,870,000 5.8% 101.66% 1000x)
Ag Guard Jul-19 Australia 41.00% GBP1,465,071 GBP5,390,000 2.6% 44.92% 3.68x
Fiducia Nov-16 UK 35.18% GBP227,909 GBP4,301,000 2.1% 23.84% 18.87x
Sterling Jun-13 Australia 19.70% GBP1,945,411 GBP3,527,000 1.7% 10.03% 1.81x
Sage Jun-20 USA 30.00% GBP202,758 GBP1,599,000 0.8% 98.71% 7.89x
Verve Apr-23 UK 35.00% GBP430,791 GBP431,000 0.2% 0.08% 1.0x
The Group's MGAs are budgeting to place c.GBP880.0m of GWP
(*2022: GBP755.6m), producing over GBP108.0m (2022: GBP94.1m) of
commission income in 2022, across over 30 product areas, on behalf
of more than 50 insurers.
IFA Investment
Investment:
% of Internal
NAV rate Current
Equity at of return Multiple
% at Valuation 31 to 31 on
Date of 31 July Cost of at 31 July July July Invested
IFA Investment Jurisdiction 2023 Investment 2023 2023 2023 Capital
LEBC
Holdings
Limited April-07 UK 59.34% GBP12,373,657 GBP15,947,000 7.8% 8.33% 1.29x
LEBC Holdings Limited ("LEBC") - London, United Kingdom
0.0 pence NAV per share change in the Period
LEBC has two wholly owned subsidiaries, Aspira Corporate
Solutions Limited ("Aspira") and LEBC Group Limited ("LEBC
Group")
Post period end, in August 2023, Aspira acquired the trading
assets and personnel of its sister company, LEBC Group.
This combination brings together the expertise of the two
businesses under one brand and will result in an enhanced service
for both its individual and corporate clients.
The combined entity will continue to provide pensions and
investment advice to more than 1,600 corporate entities and over
15,000 individuals with circa GBP4bn of assets under advice.
This consolidation follows a Management-led restructuring
process which has had the full support of B.P. Marsh, being in the
best interest of all LEBC stakeholders.
The transfer of assets has received consent from the Financial
Conduct Authority, following extensive consultation.
Date of initial investment: April 2007
31 July 2023 valuation: GBP15.9m
Cost of Equity: GBP12.4m
Equity stake: 59.3%
Portfolio Company Highlights:
Lilley Plummer Risks Limited ("Lilley Plummer")
+ 5.0 pence NAV per share change in the Period
The performance of Lilley Plummer continues to be impressive,
which is due to the growth of its underlying marine portfolio and
diversification into different classes of business, including North
American Property.
The strong performance of Lilley Plummer has allowed the
business to return GBP1.0m to the Group as follows:-
-- The redemption of B.P. Marsh's GBP0.7m of Redeemable Shares; and
-- The repayment of B.P. Marsh's GBP0.3m outstanding loan facility with Lilley Plummer.
This redemption and repayment demonstrates Lilley Plummer's
ability to continually grow their business from a revenue and
EBITDA standpoint, whilst accumulating strong cash balances. EBITDA
has grown from c.GBP412k in 2020, to c.GBP1.95m in 2022, with this
growth continuing into 2023.
Lilley Plummer's core Marine book has continued to perform well.
The marine insurance market on the whole has enjoyed a positive
2023 with premium income increasing and insurer loss ratios
tracking much lower than previous years. The situation with Ukraine
and Russia continues to create uncertainty with war risk premiums
remaining high.
Lilley Plummer's new North American Property team have also
performed well since joining the business, significantly
outperforming both their revenue and EBITDA budget.
Lilley Plummer remains actively looking at new opportunities,
within and outside of its core marine offering and the Group is
confident regarding its performance over the course of the current
financial year and beyond.
Stewart Specialty Risk Underwriting Ltd ("SSRU")
+ 2.3 pence NAV per share change in the Period
Performance of the Group's Canadian investment, SSRU, remains
strong:
-- In SSRU's year to 31 December 2022, Gross Written Premium
exceeded CA$ 75m, with the budget of c. CA$ 83m for 2023;
-- Given historic growth, the Group expect SSRU to surpass Gross
Written Premium of CA$ 100m in 2024; and
-- EBITDA has more than doubled since 2020, from c. CA$ 3.5m to
CA$ 7.8m, with further growth expected into 2024.
SSRU is focusing on organic growth of existing, highly
profitable business lines, via the increased line sizes afforded by
new capacity relationships. SSRU also continue to pursue M&A
opportunities, new business lines and alternative sources of
capacity.
Date of initial investment: January 2017
31 July 2023 valuation: GBP11.9m
Cost of Equity: GBP19
Equity stake: 30.0%
XPT Group LLC ("XPT Group")
- 1.8 pence NAV per share change in the Period
XPT Group's performance since its inception continues to be
impressive, with the business expecting to produce Gross Written
Premium of c. US$ 700m in its current financial year to 31 December
2023 (2022: US$ 500m).
XPT's two most recent acquisitions, Cal Inspection Bureau, a
premier underwriting survey and audit business, and Craig and
Leicht, a Texas-based wholesale agency, have both performed well
since joining XPT in the first quarter of 2023.
XPT Group continues to grow via its acquisition strategy,
producer hires and underlying organic growth.
The Group remains positive regarding the ongoing performance of
XPT and its next stage of growth over the years to come.
Date of investment: June 2017
31 July 2023 valuation: GBP33.4m
Cost of Equity: GBP10.1m
Equity stake: 27.3%
Dan Topping
Chief Investment Officer
17 October 2023
Group Finance Director Update
The Group's equity investment portfolio continued to increase in
value, rising by 8.6% to GBP185.8m (31 Jan 2023 GBP171.5m)
adjusting for GBP0.8m of net investment realisations. Overall, the
NAV of the Group increased by GBP14.0m (7.3%) to GBP203.5m,
compared with an increase of GBP13.2m (7.9%) in the same period in
2022. Including the dividends paid in February 2023 and July 2023
of GBP1.0m in aggregate, this represented an overall return of 7.9%
for the Period.
The lower increase compared with the same period in 2022 was due
to foreign exchange movements.
The Group's results for the Period were impacted by the
strengthening of Pound Sterling in its overseas investments with an
overall GBP3.8m decrease in NAV attributed to foreign exchange
movement, compared with a GBP5.8m gain in the same period in 2022.
Adjusting for this, the increase for the Period would have been
GBP17.8m (9.4%) compared with an increase of GBP7.4m (4.4%) in the
prior period.
Over the year to 31 July 2023 the NAV has increased by GBP23.7m
or 13.2%. Including the GBP1.0m aggregate dividend paid in February
2023 and July 2023 this represents an overall return of 13.7%.
The NAV of GBP203.5m at 31 July 2023 represents a total increase
in NAV of GBP174.3m since the Group was originally formed in 1990
having adjusted for the original capital investment of GBP2.5m, the
GBP10.1m net proceeds raised on AIM in 2006 and the GBP16.6m net
proceeds raised through the Share Placing and Open Offer in July
2018. The Directors note that the Group has delivered an annual
compound growth rate of 8.9% in Group NAV after running costs,
realisations, losses, distributions and corporation tax since
flotation and 11.8% since 1990.
Income from the portfolio for the Period increased significantly
from GBP2.5m in H1 2022 to GBP4.0m. Dividend income was GBP0.6m
higher due to strong investment portfolio performance, whilst loan
interest increased by GBP0.5m as a result of new loans granted and
higher interest rates charged due to UK base rate increases. Fee
income also increased by GBP0.3m due to one off transaction and
loan arrangement fees charged.
A significant proportion of the increase in operating expenses
to GBP2.8m in the Period from GBP2.1m in H1 2022 related to
increased staff costs of GBP0.5m in line with the Company's
financial performance, together with increased legal and
professional fees of GBP0.2m in relation to the various new
investment and follow-on transactions (although these costs were
covered by one-off fees charged to the relevant investee
company).
The Group's strategy is to cover expenses from the portfolio
yield. On an underlying basis, excluding investment activity
(unrealised gains on equity revaluation), this was achieved with a
pre-tax profit of GBP0.8m for the Period (H1 2022: GBP0.7m).
Current Assets - Investment assets held for sale
The balance of GBP52.3m at 31 July 2023 represents GBP51.5m for
the investment in Kentro which completed on 9 October 2023, and
GBP0.8m for Paladin in relation to shares held under an Option
agreement which were exercised on 14 August 2023. At 31 January
2023 these amounts were included within Equity Portfolio
investments as non-current assets.
Loan Portfolio
In addition to the provision of equity to the investment
portfolio, the Group often provides loan financing either as part
of the original investment structure, or for follow-on funding to
enable further growth through acquisitions or working capital for
recruitment and product development.
The loan portfolio increased by GBP6.3m during the Period to
GBP17.8m at 31 July 2023 (31 July 2022: GBP9.2m, 31 January 2023:
GBP11.5m). The Group provided GBP8.2m in new loans - GBP4.9m to
XPT, GBP2.0m to Paladin, GBP0.7m to Denison and GBP0.6m to Verve.
GBP1.6m was received in loan repayments - GBP0.8m from XPT, GBP0.5m
from Fiducia and GBP0.3m from Lilley Plummer. In addition there was
a GBP0.3m reduction due to foreign exchange movements.
Since 31 July 2023 the Group has provided GBP4.6m in further
loans, including GBP3.0m to Pantheon and GBP0.8m to Paladin, and
the loan portfolio balance is currently GBP22.4m.
Liquidity
As at the Period-end, the Group had total available cash and
treasury funds of GBP4.3m (31 Jan 2023: GBP12.1m). Between 31
January 2023 and 31 July 2023 the Group provided loans to the
investment portfolio of GBP8.2m, In addition, the Group paid
dividends totalling GBP1.0m and bought back GBP0.7m in shares.
During the Period the Group also received GBP0.7m of proceeds
from the redemption of preferred shares held in Lilley Plummer and
GBP1.6m in loan repayments.
Since 31 July 2023 the Group has provided a further GBP4.6m in
loans as follow-on funding into the existing portfolio and received
GBP0.8m in net realisations relating to shares in Paladin held by
the Group under a call option arrangement, which were bought back
by Paladin.
On 9 October 2023 the Group completed the sale of its 18.7%
shareholding in Kentro for GBP51.5m. Post a loan granted on 9
October 2023 the Group's current available cash is GBP51.0m.
The Group is debt free.
Diluted NAV per share
The NAV per share at 31 July 2023 is 567.3p (31 July 2022:
499.0p, 31 January 2023: 526.2p). As part of a long-term share
incentive plan for certain directors and employees of the Group, in
June 2018 1,461,302 shares were issued to an Employee Benefit Trust
at 281 pence per share.
On 12 June 2021 (the "vesting date") the performance criteria
were met for 1,206,888 of 1,443,147 shares held under joint share
ownership arrangements within the Employee Benefit Trust, after
which the members of the scheme became joint beneficial owners of
the shares and became entitled to any gain on sale of the shares in
excess of 312.6 pence per share.
Whilst these shares remain within the Employee Benefit Trust,
they do not have voting or dividend rights. However, if the shares
are sold in the future in excess of 281 pence per share, the Group
would be entitled to receive GBP4,055,243 and these shares would
become entitled to voting and dividend rights and therefore would
become dilutive. Overall, this would therefore dilute the NAV per
share as at 31 July 2023 to 556.3p (31 July 2022: 490.8p, 31
January 2023: 516.9p).
Jon Newman
Group Finance Director
17 October 2023
Investments
As at 31 July 2023 the Group's equity interests were as
follows:
Ag Guard PTY Limited
( www.agguard.com.au )
Ag Guard is a Managing General Agency, which provides insurance
to the agricultural sector, based in Sydney, Australia. The Group
holds its investment through Ag Guard's Parent Company, Agri
Services Company PTY Limited.
Date of investment: July 2019
Equity stake: 41.0%
31 July 2023 valuation: GBP5,390,000
Asia Reinsurance Brokers (Pte) Limited
(www.arbrokers.asia)
ARB is an independent specialist reinsurance and insurance risk
solutions provider headquartered in Singapore.
Date of investment: April 2016
Equity stake: 25.0%
31 July 2023 valuation: GBP0
ATC Insurance Solutions PTY Limited
(www.atcis.com.au)
ATC is a Managing General Agency and Lloyd's Coverholder,
specialising in accident & health, construction &
engineering, trade pack, motor and sports insurance headquartered
in Melbourne, Australia.
Date of investment: July 2018
Equity stake: 25.6%
31 July 2023 valuation: GBP18,261,000
CBC UK Limited
(www.cbcinsurance.co.uk)
CBC is a Retail and Wholesale Lloyd's Insurance Broker, offering
a wide range of services to commercial and personal clients as well
as broking solutions to intermediaries. The Group holds its
investment in CBC through CBC's parent company, Paladin Holdings
Limited.
Date of investment: February 2017
Equity stake: 41.2%
31 July 2023 valuation: GBP30,530,000
Criterion Underwriting (Pte) Limited
Criterion was established to provide specialist insurance
products to a variety of clients in the cyber, financial lines and
marine sectors in Far East Asia, based in Singapore.
Date of investment: July 2018
Equity stake: 29.4%
31 July 2023 valuation: GBP0
The Fiducia MGA Company Limited
(www.fiduciamga.co.uk)
Fiducia is a UK marine cargo Underwriting Agency and Lloyd's
Coverholder which specialises in the provision of insurance
solutions across a number of marine risks including, cargo, transit
liability, engineering and terrorism Insurance.
Date of investment: November 2016
Equity stake: 35.2%
31 July 2023 valuation: GBP4,301,000
LEBC Holdings Limited
(www.lebc-group.com)
LEBC is an Independent Financial Advisory company providing
services to individuals, corporates and partnerships, principally
in employee benefits, investment and life product areas.
Date of investment: April 2007
Equity stake: 59.3%
31 July 2023 valuation: GBP15,947,000
Lilley Plummer Risks Ltd
(www.lprisks.co.uk)
Lilley Plummer Risks is a specialist marine Lloyd's broker that
provides products across the marine insurance market. The Group
holds its investment in Lilley Plummer Risks through its holding
company Lilley Plummer Holdings Limited.
Date of investment: October 2019
Equity stake: 30.0%
31 July 2023 valuation: GBP8,861,000
Kentro Capital Limited
(www.kentrocapital.com)
Kentro is an independent Managing General Agency and Broker
specialising in the provision of directors & officers,
professional indemnity, financial institutions, accident &
health, trade credit, political risks insurance, surety, bond and
latent defect insurance, both in the UK and globally.
Date of investment: August 2014
Equity stake: 18.7%
31 July 2023 valuation: GBP51,522,000
Pantheon Specialty Group Limited
(www.pantheonspecialty.com)
Pantheon is a holding company established in partnership with
Robert Dowman. Pantheon acquired 100% of the share capital of the
Lloyd's broker Denison and Partners Limited. With the support of
B.P Marsh, Robert Dowman is looking to build a market leading
independent specialist broker, across multiple markets.
Date of investment: June 2023
Equity stake: 25.0%
31 July 2023 valuation: GBP132,000
Sage Program Underwriters, Inc.
(www.sageuw.com)
Sage provides specialist insurance products to niche industries,
initially in the inland delivery and field sport sectors based in
Bend, Oregon.
Date of Investment: June 2020
Equity Stake: 30.0%
31 July 2023 Valuation: GBP1,599,000
Stewart Specialty Risk Underwriting Ltd
(www.ssru.ca)
SSRU is a Managing General Agency, providing insurance solutions
to a wide array of clients in the construction, manufacturing,
onshore energy, public entity and transportation sectors based in
Toronto, Canada.
Date of investment: January 2017
Equity stake: 30.0%
31 July 2023 valuation: GBP11,870,000
Sterling Insurance PTY Limited
( www.sterlinginsurance.com.au )
Sterling is a specialist Underwriting Agency offering a range of
insurance solutions within the Liability sector, specialising in
niche markets including mining, construction and demolition based
in Sydney Australia. The Group holds its investment in Sterling via
a joint venture with Besso Insurance Group Limited, Neutral Bay
Investments Limited.
Date of investment: June 2013
Equity stake: 49.9%
31 July 2023 valuation: GBP3,527,000
Verve Risk Services Limited
Verve is a London based Managing General Agency specialising in
Professional and Management Liability for the insurance industry.
Verve operates in the USA, Canada, Bermuda, Cayman Islands and
Barbados.
Date of investment: April 2023
Equity stake: 35.0%
31 July 2023 valuation: GBP431,000
XPT Group LLC
(www.xptspecialty.com)
XPT is a wholesale insurance broking and Underwriting Agency
platform across the U.S. Specialty Insurance Sector operating from
many locations in the United States of America.
Date of investment: June 2017
Equity stake: 27.3%
31 July 2023 valuation: GBP33,444,000
These investments have been valued in accordance with the
accounting policies on Investments set out in note 1 of the Half
Year Consolidated Financial Statements.
Forward-looking statements:
Certain statements in this announcement are forward-looking
statements. In some cases, these forward looking statements can be
identified by the use of forward looking terminology including the
terms "anticipate", "believe", "intend", "estimate", "expect",
"may", "will", "seek", "continue", "aim", "target", "projected",
"plan", "goal", "achieve" and words of similar meaning or in each
case, their negative, or other variations or comparable
terminology. Forward-looking statements are based on current
expectations and assumptions and are subject to a number of known
and unknown risks, uncertainties and other important factors that
could cause results or events to differ materially from what is
expressed or implied by those statements. Many factors may cause
actual results, performance or achievements of B.P. Marsh to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Important factors that could cause actual results,
performance or achievements of B.P. Marsh to differ materially from
the expectations of B.P. Marsh, include, among other things,
general business and economic conditions globally, industry trends,
competition, changes in government and changes in regulation and
policy, changes in its business strategy, political and economic
uncertainty and other factors. As such, undue reliance should not
be placed on forward-looking statements. Any forward-looking
statement is based on information available to B.P. Marsh as of the
date of the statement. All written or oral forward-looking
statements attributable to B.P. Marsh are qualified by this
caution. Other than in accordance with legal and regulatory
obligations, B.P. Marsh undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Nothing in this
announcement should be regarded as a profit forecast.
Half Year Consolidated Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31(ST) JULY 2023
Notes Unaudited Unaudited Audited
6 months to 6 months to Year to
31(st) July 31(st) July 31(st) January
2023 2022 2023
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
GAINS ON
INVESTMENT
Realised (losses)
/ gains on
disposal of
equity
investments
(net of costs) (41) 155 155
Release of
provision made
against
equity
investments and
loans 12 7 30
Unrealised gains
on equity
investment
revaluation 4 14,755 16,212 27,275
------- ------- -------
14,726 16,374 27,460
INCOME
Dividends 2,280 1,636 3,119
Income from loans
and receivables 815 326 749
Fees receivable 860 580 1,051
------- ------- -------
3,955 2,542 4,919
--------- --------- ---------
OPERATING INCOME 18,681 18,916 32,379
Operating
expenses (2,844) (2,066) (4,889)
OPERATING PROFIT 15,837 16,850 27,490
Financial income 95 77 130
Financial
expenses (25) (42) (88)
Exchange
movements (349) 122 58
------- ------- -------
(279) 157 100
--------- --------- ---------
PROFIT ON
ORDINARY
ACTIVITIES
BEFORE TAXATION 15,558 17,007 27,590
Income taxes (6) (2,910) (3,747)
PROFIT ON
ORDINARY
ACTIVITIES
AFTER TAXATION
ATTRIBUTABLE
TO EQUITY HOLDERS 7 GBP15,552 GBP14,097 GBP23,843
--------- --------- ---------
TOTAL
COMPREHENSIVE
INCOME
FOR THE PERIOD 7 GBP15,552 GBP14,097 GBP23,843
--------- --------- ---------
Earnings per
share - basic
(pence) 3 43.3p 39.1p 66.2p
Earnings per
share - diluted
(pence) 3 41.6p 37.6p 63.6p
----------------- ----- ------- --------- ------- --------- ------- ---------
The result for the period is wholly attributable to continuing
activities.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31(ST) JULY 2023
(Company Number: 05674962)
Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January
Notes 2023 2022 2023
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 72 90 79
Right-of-use asset 590 754 671
Investments - equity portfolio 4 133,489 160,398 171,461
Loans and receivables 13,741 4,149 8,120
------- ------- -------
147,892 165,391 180,331
CURRENT ASSETS
Investments - assets held
for sale 52,326 - -
Investments - treasury
portfolio 5 80 2,563 591
Trade and other receivables 6,415 6,719 5,283
Cash and cash equivalents 4,257 11,558 11,564
------- ------- -------
63,078 20,840 17,438
LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities (505) (684) (596)
Deferred tax liabilities 9 (5,604) (4,791) (5,631)
------- ------- -------
(6,109) (5,475) (6,227)
CURRENT LIABILITIES
Trade and other payables (1,226) (820) (1,830)
Lease liabilities (180) (171) (175)
------- ------- -------
(1,406) (991) (2,005)
NET ASSETS GBP203,455 GBP179,765 GBP189,537
---------- ---------- ----------
CAPITAL AND RESERVES -
EQUITY
Called up share capital 3,747 3,747 3,747
Share premium account 29,348 29,346 29,350
Fair value reserve 121,291 96,286 106,509
Reverse acquisition reserve 393 393 393
Capital redemption reserve 7 7 7
Capital contribution reserve 72 72 72
Retained earnings 48,597 49,914 49,459
SHAREHOLDERS' FUNDS -
EQUITY 7 GBP203,455 GBP179,765 GBP189,537
---------- ---------- ----------
Net Asset Value per share
- undiluted (pence) 3 567.3p 499.0p 526.2p
Net Asset Value per share
- diluted (pence) 3 556.3p 490.8p 516.9p
The Half Year Consolidated Financial Statements were approved by
the Board of Directors and authorised for issue on 16(th) October
2023
and signed on its behalf by:
B.P. Marsh & J.S. Newman
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIODED 31(ST) JULY 2023
Unaudited Unaudited Audited
31(st) 31(st)
31(st) July January
July 2023 2022 2023
GBP'000 GBP'000 GBP'000
Cash (used by) / from operating
activities
Income from loans to investee
companies 815 326 749
Dividends 2,280 1,636 3,119
Fees received 860 580 1,051
Operating expenses (2,844) (2,066) (4,889)
Net corporation tax paid (33) (17) (14)
Purchase of equity investments
(Note 4) (431) (2,941) (2,941)
Net proceeds from sale of equity
investments 791 8,259 8,259
Net loan (payments to) / repayments
from investee companies (6,592) 1,300 (1,039)
Adjustment for non-cash share
incentive plan 58 62 104
Exchange movement (49) 40 (36)
(Increase) / decrease in receivables (447) 126 (35)
(Decrease) / increase in payables (603) (851) 160
Depreciation and amortisation 94 96 193
---------
Net cash (used by) / from operating
activities (6,101) 6,550 4,681
---------- --------- ---------
Net cash from / (used by) investing
activities
Purchase of property, plant
and equipment (7) (9) (11)
Purchase of treasury investments
net of cash and cash equivalents
(Note 5) - (2,506) (8,371)
Net proceeds from the sale of
treasury investments net of
cash and cash equivalents (Note
5) 600 - 7,867
Net cash from / (used by) investing
activities 593 (2,515) (515)
---------- --------- ---------
Net cash used by financing activities
Financial income - 2 2
Financial expenses (20) (23) (47)
Net decrease in lease liabilities (87) (83) (168)
Dividends paid (1,000) (1,001) (1,001)
Payments made to repurchase
company shares (692) - (16)
Net cash used by financing
activities (1,799) (1,105) (1,230)
---------- --------- ---------
Change in cash and cash equivalents (7,307) 2,930 2,936
Cash and cash equivalents at
beginning of the period 11,564 8,628 8,628
Cash and cash equivalents at
end of period GBP4,257 GBP11,558 GBP11,564
---------- --------- ---------
All differences between the amounts stated in the Consolidated
Statement of Cash Flows and the Consolidated Statement of
Comprehensive Income are attributed to non-cash movements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31(ST) JULY 2023
Unaudited Unaudited Audited
6 months
6 months to to Year to
31(st) July 2023 31(st) July 2022 31(st) January 2023
GBP'000 GBP'000 GBP'000
Opening total equity 189,537 166,607 166,607
Comprehensive income for the period 15,552 14,097 23,843
Dividends paid (1,000) (1,001) (1,001)
Repurchase of company shares (692) - (16)
Share incentive plan 58 62 104
Total equity GBP203,455 GBP179,765 GBP189,537
---------------- ---------------- -------------------
Refer to Note 7 for detailed analysis of the changes in the
components of equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODED 31(ST) JULY 2023
1. ACCOUNTING POLICIES
Basis of preparation of financial statements
These consolidated financial statements have been prepared in
accordance with UK-adopted international accounting standards, and
in accordance with the Companies Act 2006.
The consolidated financial statements are presented in sterling,
the functional currency of the Group, rounded to the nearest
thousand pounds (GBP'000) except where otherwise indicated.
The preparation of financial statements in conformity with
UK-adopted international accounting standards requires management
to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable in the circumstances,
the results of which form the basis of judgements about the
carrying amounts of assets and liabilities. Actual results may
differ from those amounts.
In the process of applying the Group's accounting policies,
management has made the following judgments, which have the most
significant effect on the amounts recognised in the financial
statements:
Assessment as an investment entity
Entities that meet the definition of an investment entity within
IFRS 10: Consolidated Financial Statements ("IFRS 10") are required
to account for their investments in controlled entities, as well as
investments in associates at fair value through profit or loss.
Subsidiaries that provide investment related services or engage in
permitted investment related activities with investees that relate
to the parent investment entity's investment activities continue to
be consolidated in the Group results. The criteria which define an
investment entity are currently as follows:
a) an entity that obtains funds from one or more investors for
the purpose of providing those investors with investment
services;
b) an entity that commits to its investors that its business
purpose is to invest funds solely for returns from capital
appreciation, investment income or both; and
c) an entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Group's annual and half year consolidated financial
statements clearly state its objective of investing directly into
portfolio investments and providing investment management services
to investors for the purpose of generating returns in the form of
investment income and capital appreciation. The Group has always
reported its investment in portfolio investments at fair value. It
also produces reports for investors of the funds it manages and its
internal management report on a fair value basis. The exit strategy
for all investments held by the Group is assessed, initially, at
the time of the first investment and this is documented in the
investment paper submitted to the Board for approval.
The Board has also concluded that the Company meets the
additional characteristics of an investment entity, in that it has
more than one investment; the investments are predominantly in the
form of equities and similar securities; it has more than one
investor and its investors are not related parties. The Board has
concluded that B.P. Marsh & Partners Plc and its two trading
subsidiaries, B.P. Marsh & Company Limited and B.P. Marsh
(North America) Limited, which provide investment related services
on behalf of B.P. Marsh & Partners Plc, all meet the definition
of an investment entity. These conclusions will be reassessed on an
annual basis for changes to any of these criteria or
characteristics.
Application and significant judgments
When it is established that a parent company is an investment
entity, its subsidiaries are measured at fair value through profit
or loss. However, if an investment entity has subsidiaries that
provide services that relate to the investment entity's investment
activities, the exception to the Amendment of IFRS 10 is not
applicable as in this case, the parent investment entity still
consolidates the results of its subsidiaries. Therefore, the
results of B.P. Marsh & Company Limited and B.P. Marsh (North
America) Limited continue to be consolidated into its Group
financial statements for the period.
The most significant estimates relate to the fair valuation of
the equity investment portfolio as detailed in Note 4 to the
Financial Statements. The valuation methodology for the investment
portfolio is detailed below. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision
affects both current and future periods.
The accounting policies set out below have been applied
consistently to all periods presented in these consolidated
financial statements.
These half year consolidated financial statements were approved
by the Board on 16(th) October 2023. They have not been audited nor
reviewed by the Group's Auditors, as is the case with the
comparatives to 31(st) July 2022, and do not constitute statutory
accounts within the meaning of section 434 of the Companies Act
2006.
The financial statements have been prepared using the accounting
policies and presentation that were applied in the audited
financial statements for the year ended 31(st) January 2023. Those
accounts, upon which the Group's Auditor issued an unqualified
opinion, have been filed with the Registrar of Companies and do not
contain a statement under section 498 (2) or (3) of the Companies
Act 2006.
Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control, as
defined by IFRS 10, is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over
the investee. Specifically, the Group controls an investee if and
only if the Group has:
a) power over the investee (i.e. existing rights that give it
the current ability to direct the relevant activities of the
investee);
b) exposure, or rights, to variable returns from its involvement with the investee; and
c) the ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar
rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
a) rights arising from other contractual arrangements; and
b) the Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the elements of control.
B.P. Marsh & Partners Plc ("the Company"), an investment
entity, has two subsidiary investment entities, B.P. Marsh &
Company Limited and B.P. Marsh (North America) Limited, that
provide services that relate to the Company's investment
activities. The results of these two subsidiaries, together with
other subsidiaries (except for LEBC Holdings Limited ("LEBC")), are
consolidated into the Group consolidated financial statements. The
Group has taken advantage of the Amendment to IFRS 10 not to
consolidate the results of LEBC. Instead the investment in LEBC is
valued at fair value through profit or loss.
(ii) Associates
Associates are those entities in which the Group has significant
influence, but not control, over the financial and operating
policies. Investments that are held as part of the Group's
investment portfolio are carried in the Consolidated Statement of
Financial Position at fair value even though the Group may have
significant influence over those companies.
Business Combinations
The results of subsidiary undertakings are included in the
consolidated financial statements from the date that control
commences until the date that control ceases. Control exists where
the Group has the power to govern the financial and operating
policies of the entity so as to obtain benefits from its
activities. Accounting policies of the subsidiaries have been
changed where necessary to ensure consistency with the policies
adopted by the Group.
All business combinations are accounted for by using the
acquisition accounting method. This involves recognising
identifiable assets and liabilities of the acquired business at
fair value. Goodwill represents the excess of the fair value of the
purchase consideration for the interests in subsidiary undertakings
over the fair value to the Group of the net assets and any
contingent liabilities acquired.
Intra-group balances and any unrealised gains and losses or
income and expenses arising from intra-group transactions are
eliminated in preparing the consolidated financial statements.
Associates are those entities in which the Group has significant
influence, but not control, over the financial and operating
policies. Investments that are held as part of the Group's
investment portfolio are carried in the Consolidated Statement of
Financial Position at fair value even though the Group may have
significant influence over those companies. This treatment is
permitted by IAS 28: Investment in Associates ("IAS 28"), which
requires investments held by venture capital organisations to be
excluded from its scope where those investments are designated,
upon initial recognition, as at fair value through profit or loss
and accounted for in accordance with IAS 39: Financial Instruments
("IAS 39"), with changes in fair value recognised in the profit or
loss in the period of the change. The Group has no interests in
associates through which it carries on its business.
Employee services settled in equity instruments
The Group has entered into a joint share ownership plan ("JSOP")
with certain employees and directors.
On 12(th) June 2021 (the "vesting date") the performance
criteria was met for 1,206,888 of 1,461,302 shares held under joint
share ownership arrangements within the Employee Benefit Trust,
after which the members of the scheme became joint beneficial
owners of the shares and became entitled to any gain on sale of the
shares in excess of 312.6 pence per share. Whilst these shares
remain within the Employee Benefit Trust, they do not have voting
or dividend rights. However, if the shares are sold from the
Employee Benefit Trust in the future in excess of 281 pence per
share, the Group would be entitled to receive GBP4,106,259 in
total. These shares would then, post-sale, have voting and dividend
rights attached, such that they would become fully dilutive for the
Group.
The Group has established an HMRC approved Share Incentive Plan
("SIP"). Ordinary shares in the Company previously repurchased and
held in Treasury by the Company have been transferred to The B.P.
Marsh SIP Trust ("the SIP Trust"), an employee share trust, in
order to be issued to eligible employees.
Under the rules of the SIP, eligible employees can each be
granted up to GBP3,600 worth of ordinary shares ("Free Shares") by
the SIP Trust in each tax year. The number of shares granted is
dependent on the share price at the date of grant. In addition, all
eligible employees have been invited to take up the opportunity to
acquire up to GBP1,800 worth of ordinary shares ("Partnership
Shares") in each tax year and for every Partnership Share that an
employee acquires, the SIP Trust will offer two ordinary shares in
the Company ("Matching Shares") up to a total of GBP3,600 worth of
shares. The Free and Matching Shares are subject to a one year
forfeiture period, however the awards are not subject to any
vesting conditions, hence the related expenses are recognised when
the awards are made and are apportioned over the forfeiture
period.
The fair value of the services received is measured by reference
to the listed share price of the parent company's shares listed on
the AIM on the date of award of the free and matching shares to the
employee.
Investments - equity portfolio
All equity portfolio investments are designated as "fair value
through profit or loss" assets and are initially recognised at the
fair value of the consideration. They are measured at subsequent
reporting dates at fair value.
The Board conducts the valuations of equity portfolio
investments. In valuing equity portfolio investments the Board
applies guidelines issued by the International Private Equity and
Venture Capital Valuation Committee ("IPEVCV Guidelines"). The
following valuation methodologies have been used in reaching fair
value of equity portfolio investments, some of which are in early
stage companies:
a) at cost, unless there has been a significant round of new
equity finance in which case the investment is valued at the price
paid by an independent third party. Where subsequent events or
changes to circumstances indicate that an impairment may have
occurred, the carrying value is reduced to reflect the estimated
extent of impairment;
b) by reference to underlying funds under management;
c) by applying appropriate multiples to the earnings and
revenues and/or premiums of the investee company; or
d) by reference to expected future cash flow from the investment
where a realisation or flotation is imminent.
Both realised and unrealised gains and losses arising from
changes in fair value are taken to the Consolidated Statement of
Comprehensive Income for the period. In the Consolidated Statement
of Financial Position the unrealised gains and losses arising from
changes in fair value are shown within a "fair value reserve"
separate from retained earnings. Transaction costs on acquisition
or disposal of equity portfolio investments are expensed in the
Consolidated Statement of Comprehensive Income.
Equity portfolio investments are treated as 'Non-current Assets'
within the Consolidated Statement of Financial Position unless the
directors have committed to a plan to sell the investment and an
active programme to locate a buyer and complete the plan has been
initiated. Where such a commitment exists, and if the carrying
amount of the equity portfolio investment will be recovered
principally through a sale transaction rather than through
continuing use, the investment is classified as an 'Investments -
Assets held for sale' under 'Current Assets' within the
Consolidated Statement of Financial Position.
Income from equity portfolio investments
Income from equity portfolio investments comprises:
a) gross interest from loans, which is taken to the Consolidated
Statement of Comprehensive Income on an accruals basis;
b) dividends from equity investments are recognised in the
Consolidated Statement of Comprehensive Income when the
shareholders rights to receive payment have been established;
and
c) advisory fees from management services provided to investee
companies, which are recognised on an accruals basis in accordance
with the substance of the relevant investment advisory
agreement.
Investments - treasury portfolio
All treasury portfolio investments are designated as "fair value
through profit or loss" assets and are initially recognised at the
fair value of the consideration. They are measured at subsequent
reporting dates at fair market value as determined from the
valuation reports provided by the fund investment manager.
Both realised and unrealised gains and losses arising from
changes in fair market value are taken to the Consolidated
Statement of Comprehensive Income for the period. In the
Consolidated Statement of Financial Position the recognised gains
and losses arising from changes in fair value are shown within the
retained earnings as these investments are deemed as being easily
convertible into cash. Costs associated with the management of
these investments are expensed in the Consolidated Statement of
Comprehensive Income.
Income from treasury portfolio investments
Income from treasury portfolio investments comprises of
dividends receivable which are either directly reinvested into the
funds or received as cash.
Property, plant and equipment
Property, plant and equipment are stated at cost less
depreciation. Depreciation is provided at rates calculated to write
off the property, plant and equipment cost, less their estimated
residual value, over their expected useful lives on the following
bases:
Furniture & equipment - 5 years
Leasehold fixtures and fittings and other costs - over the life
of the lease
Right-of-use asset
IFRS 16 requires lessees to recognise a lease liability,
representing the present value of the obligation to make lease
payments, and a related right of use ("ROU") asset. The lease
liability is calculated based on expected future lease payments,
discounted using the relevant incremental borrowing rate. An
incremental borrowing rate of 5% was used to discount the future
lease payments when measuring the lease liability on adoption of
IFRS 16.
The ROU asset is recognised at cost less accumulated
depreciation and impairment losses, with depreciation charged on a
straight-line basis over the life of the lease. In determining the
value of the ROU asset and lease liabilities, the Group considers
whether any leases contain lease extensions or termination options
that the Group is reasonably certain to exercise.
Foreign currencies
Monetary assets and liabilities denominated in foreign
currencies at the reporting period end are translated at the
exchange rate ruling at the reporting period end.
Transactions in foreign currencies are translated into sterling
at the foreign exchange rate ruling at the date of the
transaction.
Exchange gains and losses are recognised in the Consolidated
Statement of Comprehensive Income.
Income taxes
The tax credit or expense represents the sum of the tax
currently recoverable or payable and any deferred tax. The tax
currently recoverable or payable is based on the estimated taxable
profit for the year. Taxable profit differs from net profit as
reported in the Consolidated Statement of Comprehensive Income
because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible. The Group's receivable or liability
for current tax is calculated using tax rates that have been
enacted or substantively enacted by the date of the Consolidated
Statement of Financial Position.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and of
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and it is
accounted for using the liability method. Deferred tax liabilities
are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary differences arise
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, except where
the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
date of the Consolidated Statement of Financial Position and
reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset
realised. Deferred tax is charged or credited to the Consolidated
Statement of Comprehensive Income, except when it relates to items
charged or credited directly to equity, in which case the deferred
tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its
current assets and liabilities on a net basis.
2. SEGMENTAL REPORTING
The Group operates in one business segment; the provision of
consultancy services to as well as making and trading investments
in financial services businesses.
Under IFRS 8: Operating Segments ("IFRS 8") the Group identifies
its reportable operating segments based on the geographical
location in which each of its investments is incorporated and
primarily operates. For management purposes, the Group is organised
and reports its performance by two geographic segments: UK and
Non-UK.
If material to the Group overall (where the segment revenues,
reported profit or loss or combined assets exceed the quantitative
thresholds prescribed by IFRS 8), the segment information is
reported separately.
The Group allocates revenues, expenses, assets and liabilities
to the operating segment where directly attributable to that
segment. All indirect items are apportioned based on the percentage
proportion of revenue that the operating segment contributes to the
total Group revenue (excluding any realised and unrealised gains
and losses on the Group's current and non-current investments).
Each reportable segment derives its revenues from three main
sources from equity portfolio investments as described in further
detail in Note 1 under 'Income from equity portfolio investments'
and also from treasury portfolio investments as described in Note 1
under 'Income from treasury portfolio investments'.
All reportable segments derive their revenues entirely from
external clients and there are no inter-segment sales.
Geographic segment Geographic segment Group
1: 2:
UK Non-UK
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
6 months 6 months 6 months 6 months 6 months 6 months
to 31(st) to 31(st) to 31(st) to 31(st) to 31(st) to 31(st)
July July July July July July
2023 2022 2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Operating income 15,432 (851) 3,249 19,767 18,681 18,916
Operating expenses (1,532) (1,019) (1,312) (1,047) (2,844) (2,066)
Segment operating
profit / (loss) 13,900 (1,870) 1,937 18,720 15,837 16,850
----------- ----------- ----------- ----------- ----------- -----------
Financial income 51 38 44 39 95 77
Financial expenses (13) (21) (12) (21) (25) (42)
Exchange movements (43) 32 (306) 90 (349) 122
Profit / (loss) before
tax 13,895 (1,821) 1,663 18,828 15,558 17,007
Income taxes - - (6) (2,910) (6) (2,910)
----------- ----------- ----------- ----------- ----------- -----------
Profit / (loss) for
the period GBP13,895 GBP(1,821) GBP1,657 GBP15,918 GBP15,552 GBP14,097
=========== =========== =========== =========== =========== ===========
Included within the operating income reported above are the
following amounts requiring separate disclosure owing to the fact
that they are derived from a single investee company and the total
revenues attributable to that investee company are 10% or more of
the total realised and unrealised income generated by the Group
during the period:
Total net operating % of total realised Reportable
income attributable and unrealised geographic
to the investee operating income segment
company
(GBP'000)
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
6 months 6 months 6 months 6 months 6 months 6 months
to 31(st) to 31(st) to 31(st) to 31(st) to 31(st) to 31(st)
July July July July July July
2023 2022 2023 2022 2023 2022
Investee Company
Paladin Holdings Limited(1) 11,984 - 64 - 1 -
Lilley Plummer Holdings
Limited(1) 2,072 - 11 - 1 -
XPT Group LLC(1) - 8,939 - 47 - 2
ATC Insurance Solutions
PTY Limited (1) - 4,709 - 25 - 2
Stewart Specialty Risk
Underwriting Limited(1) - 3,697 - 20 - 2
Agri Services Company
PTY Limited(1) - 1,938 - 10 - 2
(1) There are no disclosures for XPT Group LLC, ATC Insurance
Solutions PTY Limited, Stewart Specialty Risk Underwriting Limited
and Agri Services Company PTY Limited in the current period as the
income derived from these investee companies did not exceed the 10%
threshold prescribed by IFRS 8. There are also no disclosures shown
for Paladin Holdings Limited and Lilley Plummer Holdings Limited in
the prior period as the income derived from these investee
companies did not exceed the 10% threshold prescribed by IFRS 8 in
that period.
Geographic segment Geographic segment Group
1: 2:
UK Non-UK
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
6 months 6 months 6 months 6 months 6 months 6 months
to 31(st) to 31(st) to 31(st) to 31(st) to 31(st) to 31(st)
July July July July July July
2023 2022 2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and
equipment 43 51 29 39 72 90
Right-of-use asset 355 428 235 326 590 754
Investments - equity
portfolio 59,398 91,180 74,091 69,218 133,489 160,398
Loans and receivables 8,291 2,469 5,450 1,680 13,741 4,149
----------- ----------- ----------- ----------- ----------- -----------
68,087 94,128 79,805 71,263 147,892 165,391
----------- ----------- ----------- ----------- ----------- -----------
Current assets
Investments - assets
held for sale 52,326 - - - 52,326 -
Investments - treasury
portfolio 80 2,563 - - 80 2,563
Trade and other receivables 5,077 6,187 1,338 532 6,415 6,719
Cash and cash equivalents 4,257 11,558 - - 4,257 11,558
61,740 20,308 1,338 532 63,078 20,840
----------- ----------- ----------- ----------- ----------- -----------
Total assets 129,827 114,436 81,143 71,795 210,970 186,231
----------- ----------- ----------- ----------- ----------- -----------
Non-current liabilities
Lease liabilities (304) (389) (201) (295) (505) (684)
Deferred tax liabilities - - (5,604) (4,791) (5,604) (4,791)
----------- ----------- ----------- ----------- ----------- -----------
(304) (389) (5,805) (5,086) (6,109) (5,475)
----------- ----------- ----------- ----------- ----------- -----------
Current liabilities
Trade and other payables (1,223) (727) (3) (93) (1,226) (820)
Lease liabilities (108) (97) (72) (74) (180) (171)
(1,331) (824) (75) (167) (1,406) (991)
----------- ----------- ----------- ----------- ----------- -----------
Total liabilities (1,635) (1,213) (5,880) (5,253) (7,515) (6,466)
----------- ----------- ----------- ----------- ----------- -----------
Net assets GBP128,192 GBP113,223 GBP75,263 GBP66,542 GBP203,455 GBP179,765
=========== =========== =========== =========== =========== ===========
Additions to property,
plant and equipment 3 5 4 4 7 9
Depreciation and
amortisation of property,
plant and equipment (56) (55) (38) (41) (94) (96)
Release of provision
against investments
and loans 12 7 - - 12 7
Cash flow arising
from:
Operating activities (6,638) (896) 537 7,446 (6,101) 6,550
Investing activities 593 (2,515) - - 593 (2,515)
Financing activities (1,799) (1,105) - - (1,799) (1,105)
Change in cash and
cash equivalents (7,844) (4,516) 537 7,446 (7,307) 2,930
Geographic segment Geographic segment Group
1: 2:
UK Non-UK
Audited Audited Audited
31(st) January 31(st) January 31(st) January
2023 2023 2023
GBP'000 GBP'000 GBP'000
Operating income 8,217 24,162 32,379
Operating expenses (2,759) (2,130) (4,889)
------------------- ------------------- ---------------
Segment operating
profit 5,458 22,032 27,490
------------------- ------------------- ---------------
Financial income 73 57 130
Financial expenses (50) (38) (88)
Exchange movements 30 28 58
Profit before tax 5,511 22,079 27,590
Income taxes - (3,747) (3,747)
------------------- ------------------- ---------------
Profit for the year GBP5,511 GBP18,332 GBP23,843
=================== =================== ===============
Included within the operating income reported above are the
following amounts requiring separate disclosure owing to the fact
that they are derived from a single investee company and the total
revenues attributable to that investee company are 10% or more of
the total realised and unrealised income generated by the Group
during the period:
Total net operating % of total realised Reportable geographic
income attributable and unrealised segment
to the investee operating income
company
(GBP'000)
Audited Audited Audited
31(st) January 31(st) January 31(st) January
2023 2023 2023
Investee Company
XPT Group LLC 13,594 42 2
Paladin Holdings Limited 10,304 32 1
Lilley Plummer Holdings
Limited 5,186 16 1
ATC Insurance Solutions
PTY Limited 4,726 15 2
Stewart Specialty Risk
Underwriting Limited 3,211 10 2
Geographic segment Geographic segment Group
1: 2:
UK Non-UK
Audited Audited Audited
31(st) January 31(st) January 31(st) January
2023 2023 2023
GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and
equipment 45 34 79
Right-of-use asset 386 285 671
Investments - equity
portfolio 98,704 72,757 171,461
Loans and receivables 5,712 2,408 8,120
104,847 75,484 180,331
------------------- ------------------- ---------------
Current assets
Investments - assets - - -
held for sale
Investments - treasury
portfolio 591 - 591
Trade and other receivables 4,777 506 5,283
Cash and cash equivalents 11,564 - 11,564
16,932 506 17,438
------------------- ------------------- ---------------
Total assets 121,779 75,990 197,769
------------------- ------------------- ---------------
Non-current liabilities
Lease liabilities (343) (253) (596)
Deferred tax liabilities - (5,631) (5,631)
------------------- ------------------- ---------------
(343) (5,884) (6,227)
------------------- ------------------- ---------------
Current liabilities
Trade and other payables (1,733) (97) (1,830)
Lease liabilities (101) (74) (175)
(1,834) (171) (2,005)
------------------- ------------------- ---------------
Total liabilities (2,177) (6,055) (8,232)
------------------- ------------------- ---------------
Net assets GBP119,602 GBP69,935 GBP189,537
=================== =================== ===============
Additions to property,
plant and equipment 6 5 11
Depreciation and
amortisation of property,
plant and equipment (111) (82) (193)
Release of provision
against investments
and loans 30 - 30
Cash flow arising
from:
Operating activities (1,812) 6,493 4,681
Investing activities (515) - (515)
Financing activities (1,230) - (1,230)
Change in cash and
cash equivalents (3,557) 6,493 2,936
As outlined previously, under IFRS 8 the Group reports its
operating segments (UK and Non-UK) and associated income, expenses,
assets and liabilities based upon the country of domicile of each
of its investee companies.
In addition to the segmental analysis disclosure reported above,
the Group has undertaken a further assessment of each of its
investee companies' underlying revenues, specifically focusing on
the geographical origin of this revenue. Geographical analysis of
each investee company's 2023 and 2022 revenue budgets was carried
out and, based upon this analysis, the directors have determined
that on a look-through basis, the Group's portfolio of investee
companies can also be analysed as follows:
Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January
2023 2022 2023
% % %
UK 36 38 37
Non-UK 64 62 63
----------- ----------- --------------
Total 100 100 100
=========== =========== ==============
3. EARNINGS AND NET ASSET VALUE PER SHARE FROM CONTINUING
OPERATIONS ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS
Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January
2023 2022 2023
GBP'000 GBP'000 GBP'000
Earnings
Earnings for
the purposes
of basic and
diluted
earnings
per share
being total
comprehensive
income
attributable
to equity
shareholders 15,552 14,097 23,843
----------------------------------- ----------------------------------- ---------------------------------
Earnings per
share - basic 43.3p 39.1p 66.2p
Earnings per
share -
diluted 41.6p 37.6p 63.6p
----------------------------------- ----------------------------------- ---------------------------------
Number of Number Number Number
shares
Weighted
average number
of
ordinary
shares for the
purposes
of basic
earnings per
share 35,958,783 36,013,276 36,017,964
Number of
dilutive
shares
under option 1,443,147 1,443,147 1,443,147
Weighted
average number
of
ordinary
shares for the
purposes
of dilutive
earnings per
share 37,401,930 37,456,423 37,461,111
----------------------------------- ----------------------------------- ---------------------------------
Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January
2023 2022 2023
GBP'000 GBP'000 GBP'000
Net Asset
Value
Net Asset
Value for the
purposes
of basic Net
Asset Value
per share
being total
Net
Asset Value
attributable
to equity
shareholders 203,455 179,765 189,537
----------------------------------- ----------------------------------- ---------------------------------
Net Asset
Value for the
purposes
of diluted
Net Asset
Value
per share
being total
Net
Asset Value
attributable
to equity
shareholders 207,510 183,871 193,643
----------------------------------- ----------------------------------- ---------------------------------
Net Asset
Value per
share
- basic 567.3p 499.0p 526.2p
Net Asset
Value per
share
- diluted 556.3p 490.8p 516.9p
----------------------------------- ----------------------------------- ---------------------------------
Number of Number Number Number
shares
Number of
ordinary
shares
for the
purposes of
basic
Net Asset
Value per
share 35,860,775 36,022,853 36,018,003
Number of
dilutive
shares
under option 1,443,147 1,443,147 1,443,147
Number of
ordinary
shares
for the
purposes of
dilutive
Net Asset
Value per
share 37,303,922 37,466,000 37,461,150
----------------------------------- ----------------------------------- ---------------------------------
During the period the Company paid a total of GBP691,820,
including commission, in order to repurchase 190,008 ordinary
shares at an average price of 363 pence per share (6 months to
31(st) July 2022: no share repurchases undertaken and 12 months to
31(st) January 2023: the Company paid GBP16,191, including
commission, to repurchase 4,850 ordinary shares at an average price
of 330 pence per share).
Ordinary shares held by the Company in Treasury
Movement of ordinary shares Unaudited Unaudited Audited
held in Treasury:
31(st) July 31(st) July 31(st) January
2023 2022 2023
Number Number Number
Opening total ordinary
shares held in Treasury 4,850 9,542 9,542
Ordinary shares repurchased
into Treasury during the
period 190,008 - 4,850
Ordinary shares transferred
to the B.P. Marsh SIP Trust
during the period (32,780) (9,542) (9,542)
Total ordinary shares
held in Treasury at period
end 162,078 - 4,850
============ ============ ===============
The Treasury shares do not have voting or dividend rights and
have therefore been excluded for the purposes of calculating
earnings per share and basic Net Asset Value per share.
The repurchase of the ordinary shares is borne from the Group's
commitment to reduce share price discount to Net Asset Value. As
outlined in the Group's Share Buy-Back Policy announcement on
16(th) January 2023, its policy has been throughout the period,
subject to ordinary shares in the Company being available to
purchase, to be able to buy small parcels of shares (for up to a
maximum aggregate consideration of GBP1,000,000) at a price
representing a discount of at least 20% to the most recently
announced Net Asset Value per share and place them into Treasury.
Prior to 16(th) January 2023, and in accordance with its Share
Buy-Back Policy announcement on 17(th) July 2019, the Group's
policy was to buy back shares when the share price was below 15% of
its published Net Asset Value.
On 12(th) June 2021 (the "vesting date") the performance
criteria was met for 1,206,888 of 1,461,302 shares held under joint
share ownership arrangements (Note 10) within an Employee Benefit
Trust, after which the members of the scheme became joint
beneficial owners of the shares and therefore became entitled to
any gain on sale of the shares in excess of 312.6 pence per share.
There were 254,414 shares where the performance criteria was not
met on the vesting date that had been forfeited by departing
employees and which remained unallocated within the Employee
Benefit Trust as at 31(st) January 2022.
During the 6 months to 31(st) July 2022, 18,155 of the 254,414
unallocated shares within the Employee Benefit Trust were
transferred to the B.P. Marsh SIP Trust ("SIP Trust") to be used as
part of the 22-23 SIP awards made in April 2022. Following this
transfer and as at 31(st) July 2023 there were 1,443,147 shares
held within the Employee Benefit Trust, of which there were 236,259
shares where the performance criteria was not met on the vesting
date and which remained unallocated. The Employee Benefit Trust
remains the owner of these unallocated shares.
The weighted average number of shares used for the purposes of
calculating the basic earnings per share, net asset value and net
asset value per share of the Group excludes the 1,443,147 shares
currently held within the Employee Benefit Trust as these shares do
not have voting rights or dividend rights whilst they are held
within this Employee Benefit Trust. The Group net asset value has
also excluded the economic right the Group has to the first 281
pence per share (GBP4,055,243) on the 1,443,147 shares held within
the Employee Benefit Trust for the same reasons. On this basis the
current undiluted net asset value per share is 567.3 pence for the
Group. When the joint share ownership arrangements are eventually
exercised, although this would increase the number of shares in
issue entitled to voting and dividend rights, this would also
increase the Group's net asset value by GBP4,055,243. The diluted
net asset value per share is therefore 556.3 pence.
The diluted weighted average number of ordinary shares at 31st
July 2023 has been calculated by proportioning the 1,443,147 shares
held under joint share ownership arrangements from the vesting date
over the period.
The decrease to the weighted average number of ordinary shares
between the 2022 and 2023 half year periods is mainly attributable
to the 190,008 ordinary shares repurchased into Treasury during the
period, offset by the 32,780 ordinary shares transferred from
Treasury to the SIP Trust during the period that have been treated
as re-issued for the purposes of calculating earnings per
share.
32,780 ordinary shares (comprising 32,780 ordinary shares
transferred from Treasury to the SIP Trust in April 2023) were
allocated to the participating employees as Free, Matching and
Partnership shares under the share incentive plan arrangement on
14(th) April 2023 (Note 10).
4. NON-CURRENT INVESTMENTS - EQUITY PORTFOLIO
Group Investments Unaudited
31(st) July 2023
Continuing Current Assets Total
investments - Investments
held for sale
GBP'000 GBP'000 GBP'000
At valuation
At 1(st) February 171,461 - 171,461
Transfers between categories (52,326) 52,326 -
Additions 431 - 431
Disposals (832) - (832)
Unrealised gains in this
period 14,755 - 14,755
At period end GBP133,489 GBP52,326 GBP185,815
============ ============== ==========
At cost
At 1(st) February 59,321 - 59,321
Transfers between categories (12,927) 12,927 -
Additions 431 - 431
Disposals (832) - (832)
At period end GBP45,993 GBP12,927 GBP58,920
============ ============== ==========
Unaudited
31(st) July 2022
Continuing Current Assets Total
investments - Investments
held for sale
GBP'000 GBP'000 GBP'000
At valuation
At 1(st) February 141,245 8,104 149,349
Additions 2,941 - 2,941
Disposals - (8,104) (8,104)
Unrealised gains in this
period 16,212 - 16,212
At period end GBP160,398 GBP - GBP160,398
============ ============== ==========
At cost
At 1(st) February 56,380 6,096 62,476
Additions 2,941 - 2,941
Disposals - (6,096) (6,096)
At period end GBP59,321 GBP - GBP59,321
============ ============== ==========
Audited
31(st) January 2023
Continuing Current Assets Total
investments - Investments
held for sale
GBP'000 GBP'000 GBP'000
At valuation
At 1(st) February 2022 141,245 8,104 149,349
Transfers between categories - - -
Additions 2,941 - 2,941
Disposals - (8,104) (8,104)
Unrealised gains in this
period 27,275 - 27,275
At 31(st) January 2023 GBP171,461 GBP - GBP171,461
============ ============== ==========
At cost
At 1(st) February 2022 56,380 6,096 62,476
Transfers between categories - - -
Additions 2,941 - 2,941
Disposals - (6,096) (6,096)
At 31(st) January 2023 GBP59,321 GBP - GBP59,321
============ ============== ==========
The additions relate to the following transactions in the
period:
On 28(th) April 2023 the Group acquired a 35% cumulative
preferred ordinary equity stake in Verve Risk Services Limited
("Verve") for consideration of GBP430,791. Verve is a London-based
Managing General Agency which specialises in Professional and
Management Liability business for the insurance industry in the
USA, Canada Bermuda, Cayman Islands and Barbados. The Group also
provided Verve with a loan facility of GBP569,209 which was drawn
down in full on completion. The aggregate funding of GBP1,000,000
was utilised as part of a management buy-out of Verve Risk Partners
LLP, an underwriting cell within Castel Underwriting Agencies
Limited.
On 21(st) June 2023 the Group acquired a 25% cumulative
preferred ordinary equity stake in Pantheon Specialty Limited
("Pantheon") for consideration of GBP25. Pantheon is a new holding
company, established in Partnership with Robert Dowman, a leading
London Market Casualty broker specialising in the larger, more
complex liability placements across the world.
The disposals relate to the following transactions in the
period:
On 19(th) June 2023 the Group received GBP700,000 in respect of
the 700,000 redeemable preferred shares it held in Lilley Plummer
Holdings Limited ("Lilley Plummer"), following their redemption by
Lilley Plummer as part of a capital restructure. As at 31(st) July
2023 the Group's equity holding in Lilley Plummer was 30%, which
remained unchanged following this redemption.
On 21(st) June 2023, and upon the establishment of Pantheon
noted under the additions above, Pantheon acquired a 100%
shareholding in the existing Lloyd's Broker, Denison and Partners
Limited ("Denison and Partners"), including the Group's entire 40%
equity holding. No cash consideration was received by the Group for
the disposal, which represented a net loss of GBP132,000 (Note 6)
based upon the Group's carrying value of the investment of
GBP132,000 as at 31(st) January 2023. However, as part of the
transaction, the Group received a 40% equity holding in New Denison
Limited ("New Denison"). New Denison was incorporated on 20(th)
June 2023 and is currently a dormant company until such time that
it receives its own regulatory approvals.
The amounts included under 'Current Assets - Investments held
for sale' in respect of the current period relate to two equity
investment disposals that have completed since 31(st) July
2023.
On 11(th) August 2023 Paladin Holdings Limited ("Paladin")
exercised a Call Option arrangement with the Group over 5.88% of
shares in Paladin which the Group held. The Group received
GBP804,000, which was in line with the carrying value of the shares
included within the fair value of the Group's investment of Paladin
as at 31(st) July 2023 and represented an overall gain of GBP4,000
above the original cost of the shares of GBP800,000. Pursuant to
the share transfer, Paladin cancelled the shares and as a
consequence of the transaction the Group's shareholding in Paladin
reduced from 47.06% to 43.75%. The transaction was funded through
the Group lending Paladin a further GBP804,000. As at 31(st) July
2023 total loans to Paladin amounted to GBP5,096,500 and following
the aforementioned transaction stood at GBP5,900,500 at the date of
this report.
On 9(th) October 2023 the Group completed the disposal of its
entire 18.7% shareholding in Kentro Capital Limited ("Kentro"),
pursuant to an agreement dated 22(nd) May 2023 by which Brown &
Brown, Inc ("Brown & Brown"), one of the largest US-based
insurance intermediaries, agreed to acquire the entire issued share
capital of Kentro. On completion, the Group received proceeds of
GBP51,522,000 (net of all transaction costs) which was in line with
the carrying value of the Group's investment in Kentro of
GBP51,522,000 as at 31(st) January 2023 and represented an overall
gain of GBP36,395,446 above the cost of investment. As part of the
agreement, on completion the Group provided a loan facility of
GBP524,254 to Brown & Brown Holdco UK Limited, alongside other
major selling shareholders, in respect of certain identified
indemnities under the Sale and Purchase Agreement. Whilst the loan
capital could reduce due to potential claims, at this time the
Group expects full repayment.
The unquoted investee companies, which are registered in England
except Asia Reinsurance Brokers Pte Limited (Singapore), Stewart
Specialty Risk Underwriting Ltd (Canada), XPT Group LLC (USA), ATC
Insurance Solutions PTY Limited (Australia), Criterion Underwriting
Pte Limited (Singapore), Agri Services Company PTY Limited
(Australia) and Sage Program Underwriters, Inc (USA) are as
follows:
% holding Date Aggregate Post tax
of share information capital profit/(loss)
and
Name of company Capital available reserves for the Principal activity
to year
GBP GBP
Holding company
for specialist
Australian agricultural
Agri Services Company Managing General
PTY Limited 41.00 30.06.22 1,865,711 359,585 Agency
Asia Reinsurance Brokers Specialist reinsurance
Pte Limited 25.00 31.05.22 1,936,111 (309,209) broker
Specialist Australian
ATC Insurance Solutions Managing General
PTY Limited 25.56 30.06.22 12,408,535 3,403,228 Agency
Specialist Singaporean
Criterion Underwriting Managing General
Pte Limited(1) 29.40 31.05.20 (445,842) (32,019) Agency
Investment holding
EC3 Brokers Group Limited 35.00 31.12.20 (9,705,910) (6,757,003) company
Specialist UK
Marine Cargo
The Fiducia MGA Company Underwriting
Limited 35.18 31.12.22 (165,860) 772,640 Agency
Specialist Managing
Kentro Capital Limited 18.70 31.12.22 20,771,158 547,177 General Agency
Independent financial
LEBC Holdings Limited 59.34 30.09.22 7,614,550 2,431,313 advisor company
Lilley Plummer Holdings Specialist Marine
Limited 30.00 31.12.22 1,518,455 1,191,783 broker
Neutral Bay Investments Investment holding
Limited 49.90 31.03.22 3,918,814 228,720 company
New Denison Limited(2) 40.00 - - - Dormant company
Paladin Holdings Investment holding
Limited(3) 47.06 31.12.21 232,397 1,037,846 company
Pantheon Specialty 25.00 - - - Holding company
Limited(4) for specialist
insurance broker
Sage Program Underwriters 30.00 - - - Specialist Managing
Inc(5) General Agency
Specialist Canadian
Stewart Specialty Risk Casualty Underwriting
Underwriting Limited 30.00 31.12.22 5,625,734 3,525,742 Agency
Verve Risk Services 35.00 - - - Specialist Managing
Limited(6) General Agency
USA Specialty
lines insurance
distribution
XPT Group LLC 27.30 31.12.22 (15,816,546) (13,034,338) company
(1) Recent statutory financial information is not available for
Criterion Underwriting Pte Limited as the company is not currently
trading.
(2) New Denison Limited is a newly incorporated company that is
not currently trading. Statutory accounts are not available as
these are not yet due.
(3) The Group's 47.06% equity investment in Paladin Holdings
Limited ("Paladin") includes 5.88% relating to shares held under
option that can be bought back and cancelled. Since 31(st) July
2023 this option has been fully exercised by Paladin and the shares
cancelled. Following the cancellation, the Group's shareholding has
reduced to 43.75%.
(4) Pantheon Specialty Limited is a newly incorporated company.
Statutory accounts are not available as these are not yet due. On
8(th) September 2023 Pantheon Specialty Limited changed its name to
Pantheon Specialty Group Limited.
(5) Sage Program Underwriters, Inc. is a newly incorporated
company. Statutory accounts are not available as these are not yet
due.
(6) Verve Risk Services Limited is a newly incorporated company.
Statutory accounts are not available as these are not yet due.
The aggregate capital and reserves and profit/(loss) for the
year shown above are extracted from the relevant local GAAP
accounts of the investee companies.
5. CURRENT INVESTMENTS - TREASURY PORTFOLIO
Group Unaudited Unaudited Audited
At valuation 31(st) July 31(st) July 31(st) January
2023 2022 2023
GBP'000 GBP'000 GBP'000
Market value at 1(st) February 11,337 - -
Additions at cost 1,000 10,000 19,117
Disposals (10,006) - (7,867)
Change in value in the period 89 57 87
------------- ------------- ----------------
Market value at period GBP2,420 GBP10,057 GBP11,337
end
============= ============= ================
Disclosed as:
Cash and cash equivalents 2,340 7,494 10,746
Investments - treasury portfolio 80 2,563 591
------------- ------------- ----------------
Total GBP2,420 GBP10,057 GBP11,337
============= ============= ================
Investment fund split:
GAM London Limited 12 5,000 3,045
Rathbone Investment Management
Limited 2,408 5,057 8,292
------------- ------------- ----------------
Total GBP2,420 GBP10,057 GBP11,337
============= ============= ================
The treasury portfolio comprises of investment funds managed and
valued by the Group's investment managers, GAM London Limited and
Rathbone Investment Management Limited. All investments in
securities are included at year end market value.
The initial investment into the funds was made following the
realisation of the Group's investment in Summa Insurance Brokerage,
S.L. during the prior period.
The purpose of the funds is to hold (and grow) the Group's
surplus cash until such time that suitable investment opportunities
arise.
The funds are risk bearing and therefore their value not only
can increase, but also has the potential to fall below the amount
initially invested by the Group. However, the performance of each
fund is monitored on a regular basis and the appropriate action is
taken if there is a prolonged period of poor performance.
As at 31(st) July 2023, of the total GBP2,419,764 held within
the funds (as at 31(st) July 2022: GBP10,057,461 and as at 31(st)
January 2023: GBP11,336,879), only GBP79,992 (31(st) July 2022:
GBP2,563,188 and 31(st) January 2023: GBP590,897) was risk bearing,
with the remaining funds of GBP2,339,772 (31(st) July 2022:
GBP7,494,273 and 31(st) January 2023: GBP10,745,982) being non-risk
interest bearing deposits.
Investment management costs of GBP5,667 (6 months to 31(st) July
2022: GBP18,031 and 12 months to 31(st) January 2023: GBP40,737)
were charged to the Consolidated Statement of Comprehensive Income
during the period.
6. REALISED (LOSSES) / GAINS ON DISPOSAL OF EQUITY INVESTMENTS
The realised (losses) / gains on disposal of investments for the
period comprises of a net loss of GBP(40,689) (6 months to 31(st)
July 2022 and 12 months to 31(st) January 2023: GBP155,121 net
gains on disposal of investments).
GBP132,000 of this net loss is in respect of the Group's
disposal of its entire 40% equity investment in Denison and
Partners Limited ("Denison and Partners") for nil cash
consideration, compared to the fair value of GBP132,000 at 1(st)
February 2023 (Note 4). There were no releases of previously
unrealised gains or losses to Retained Earnings from the Fair Value
Reserve as a result of the this disposal as the investment had been
held at cost.
The above realised loss arising from the disposal of Denison and
Partners has been offset by a realised gain of GBP91,311 relating
to an additional capital distribution recognised during the period
from the Group's former investment in Summa Insurance Brokerage,
S.L. ("Summa") which was sold during the year to 31(st) January
2022.
The amount included in realised gains on disposal of investments
for the 6 months to 31(st) July 2022 and 12 months to 31(st)
January 2023 comprised of a net gain of GBP155,121.
GBP135,283 of this net gain related to an additional capital
distribution received during the 6 months to 31(st) July 2022 from
the Group's former investment in MB Prestige Holdings PTY Limited
which was sold during the year to 31(st) January 2022.
GBP19,838 of this net gain was in respect of the Group's
disposal of its entire 77.25% investment in Summa for consideration
of GBP8,123,838, compared to the fair value of GBP8,104,000 at
1(st) February 2022. The disposal of Summa resulted in a net
release of previously unrealised gains to Retained Earnings from
the Fair Value Reserve of GBP2,007,857 in that period/year.
7. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Share Reverse Capital Capital
Share premium Fair acquisition redemption contribution Retained
value
capital account reserve reserve reserve reserve earnings Total
(GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000) (GBP'000)
At 1(st)
February
2023 3,747 29,350 106,509 393 7 72 49,459 189,537
Profit for
the
period - - 14,782 - - - 770 15,552
Dividends
paid - - - - - - (1,000) (1,000)
Repurchase
of
Company
shares
(Note 3) - - - - - - (692) (692)
Share
Incentive
Plan
(Note 10) - (2) - - - - 60 58
At 31(st) GBP3,747 GBP29,348 GBP121,291 GBP393 GBP7 GBP72 GBP48,597 GBP203,455
July
2023
========== ========== =========== ============ =========== ============= ========== ===========
8. LOAN AND EQUITY COMMITMENTS
On 26(th) June 2020 the Group entered into an agreement to
provide Sage Program Underwriters, Inc. with a loan facility of USD
250,000. As at 31(st) July 2023 USD 150,000 had been drawn down,
leaving a remaining undrawn facility of USD 100,000. Any drawdown
is subject to satisfying certain agreed criteria.
9. DEFERRED TAX AND CONTINGENT LIABILITIES
Group Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January
2023 2022 2023
GBP'000 GBP'000 GBP'000
At 1(st) February 5,631 1,898 1,898
Tax movement relating to
investment revaluation for
the period (27) 2,893 3,733
At period end GBP5,604 GBP4,791 GBP5,631
============= ============= ================
Finance (No.2) Act 2017 introduced significant changes to the
Substantial Shareholding Exemption ("SSE") rules in Taxation of
Chargeable Gains Act 1992 Sch. 7AC which applied to share disposals
on or after 1 April 2017. In general terms, the rule changes
relaxed the conditions for the Group to qualify for SSE on a share
disposal.
New tax legislation was introduced in the US in 2018 which taxes
at source gains on disposal of any foreign partnership interests in
US limited liability companies ("LLCs"). As such, deferred tax
needs to be assessed on any potential net gains from the Group's
investment interests in US LLCs.
Having reviewed the Group's current investment portfolio, the
directors consider that the Group should benefit from this reform
to the SSE rules on all non-US LLC investments. As a result, the
directors anticipate that on a disposal of shares in the Group's
current non-US LLC investments, so long as the shares have been
held for 12 months they should qualify for SSE and no tax charge
should arise on their disposal.
The requirement for a deferred tax provision is subject to
continual assessment of each investment to test whether the SSE
conditions continue to be met based upon information that is
available to the Group and that there is no change to the
accounting treatment in this regard under UK-adopted international
accounting standards. It should also be noted that, until the date
of the actual disposal, it will not be possible to ascertain if all
the SSE conditions are likely to have been met and, moreover,
obtaining agreement of the tax position with HM Revenue &
Customs may possibly not be forthcoming until several years after
the end of a period of accounts.
Having assessed the current US portfolio, the directors
anticipate that there is a requirement to provide for deferred tax
in respect of the recognised gains on investments under the current
requirements of UK-adopted international accounting standards as
the US LLC investments currently show a net gain. As such, a
provision of GBP5,604,000 has been made as at 31(st) July 2023 (6
months to 31(st) July 2022: GBP4,791,000 and full year to 31(st)
January 2023: GBP5,631,000).
The deferred tax provision of GBP5,604,000 as at 31(st) July
2023 has been calculated based upon an assessment of the US tax
liability arising from the valuations of the Group's holdings
within US LLCs at 31(st) July 2023, using the US Federal rate of
21% together with US State Tax rates prevailing in the states where
the Group's US LLCs operate, which range between 0% and 12%.
Adjustments were then made based upon available allowances and
taxable losses. Given the complexity, the Group utilised the
services of a specialist US tax advisory firm.
The March 2021 Budget announced that the UK corporation tax
would increase from 19% to 25% (effective 1(st) April 2023) and
Finance Bill 2021 was considered substantively enacted in May 2021.
This change in tax rate has had no material impact on the Group
financial statements for the period ended 31(st) July 2023 and for
future periods as the directors do not consider there is any
deferred tax due at the period end in respect of its non-US LLC
investments due to the SSE rules.
10. SHARE BASED PAYMENT ARRANGEMENTS
Joint Share Ownership Plan
During the year to 31(st) January 2019, B.P. Marsh &
Partners Plc entered into joint share ownership agreements
("JSOAs") with certain employees and directors.
On 12(th) June 2018 1,461,302 new 10p Ordinary shares in the
Company were issued and transferred into joint beneficial ownership
for 12 employees (including 4 directors) under the terms of joint
share ownership agreements. No consideration was paid by the
employees for their interests in the jointly-owned shares.
The new Ordinary shares have been issued into the name of RBC
cees Trustee Limited ("the Trustee") as trustee of the B.P. Marsh
Employees' Share Trust ("the Employee Benefit Trust") at a
subscription price of 281 pence per share, being the mid-market
closing price on 12(th) June 2018. Following the acquisition of the
Trustee by JTC Plc on 10(th) December 2020, the Trustee has since
been rebranded to JTC Employer Solutions Trustee Limited.
The jointly-owned shares are beneficially owned by (i) each of
the 9 currently participating employees and (ii) the trustee of the
Employee Benefit Trust upon and subject to the terms of the JSOAs
entered into between the participating employee, the Company and
the Trustee.
Under the terms of the JSOAs, the employees and directors are
entitled to receive on vesting the growth in value of the shares
above a threshold price of 281 pence per share (market value at the
date of grant) plus an annual carrying charge of 3.75% per annum
(simple interest) to the market value at the date of grant to the
date of vesting. The Employee Benefit Trust retains the carrying
cost, with 281 pence per share due back to the Company.
Alternatively, on or after vesting, the participant and the
Trustee may exchange their respective interests in the
jointly-owned shares such that each becomes the sole owner of a
number of Ordinary shares of equal value to their joint
interests.
Participants will therefore receive value from the jointly-owned
shares only if and to the extent that the share value grows above
the initial market value plus the carrying cost to the date of
vesting.
The employees and directors received an interest in jointly
owned shares and a Joint Share Ownership Plan ("JSOP") is not an
option, however the convention for JSOPs is to treat them as if
they were options. The value of the employee's interest for
accounting purposes is calculated using the Expected Return
Methodology.
The risk-free rates are based on the yield on UK Government
Gilts of a term consistent with the assumed option life.
On 12(th) June 2021 (the "vesting date") the performance
criteria were met, after which the members of the scheme became
joint beneficial owners of the shares and therefore became entitled
to any gain on sale of the shares in excess of 312.6 pence per
share. Whilst these shares remain within the Employee Benefit
Trust, they do not have voting or dividend rights. However, if the
shares are sold from the Employee Benefit Trust in the future in
excess of 281 pence per share, the Group would be entitled to
receive GBP4,055,243 in total. These shares would then, post-sale,
have voting and dividend rights attached, such that they would
become fully dilutive for the Group.
There were 254,414 shares where the performance criteria was not
met on the vesting date that had been forfeited by departing
employees and which remained unallocated within the Employee
Benefit Trust as at 31(st) January 2022.
During the 6 months to 31(st) July 2022, 18,155 of the 254,414
unallocated shares within the Employee Benefit Trust were
transferred to the B.P. Marsh SIP Trust ("SIP Trust") to be used as
part of the 22-23 SIP awards made in April 2022. Following this
transfer and as at 31(st) July 2023 there were 1,443,147 shares
held within the Employee Benefit Trust, of which there were 236,259
shares where the performance criteria was not met on the vesting
date and which remained unallocated. The Employee Benefit Trust
remains the owner of these unallocated shares.
Share Incentive Plan
During the year to 31(st) January 2017 the Group established an
HMRC approved Share Incentive Plan ("SIP").
During the period a total of 32,780 ordinary shares in the
Company, of which 4,850 were held in Treasury as at 31(st) January
2023 and 27,930 were from shares bought back into Treasury during
the current period (6 months to 31(st) July 2022 and also 12 months
to 31(st) January 2023, 9,542 ordinary shares in the Company, which
were held in Treasury as at 31(st) January 2022), were transferred
to the B.P. Marsh SIP Trust ("SIP Trust"). As a result, a total of
32,780 ordinary shares in the Company were available for allocation
to the participants of the SIP (6 months to 31(st) July 2022 and
also 12 months to 31(st) January 2023: 31,801 ordinary shares were
available for allocation, including 4,104 unallocated ordinary
shares already held within the SIP Trust as at 31(st) January 2022
and 18,155 unallocated ordinary shares transferred from the
Employee Benefit Trust to the SIP Trust in April 2022).
On 14(th) April 2023, a total of 11 eligible employees
(including 3 executive directors of the Company) applied for the
23-24 SIP and were each granted 1,192 ordinary shares ("23-24 Free
Shares"), representing approximately GBP3,600 at the price of
issue.
Additionally, on the same date, all eligible employees were also
invited to take up the opportunity to acquire up to GBP1,800 worth
of ordinary shares ("Partnership Shares"). For every Partnership
Share that an employee acquired, the SIP Trust offered two ordinary
shares in the Company ("Matching Shares") up to a total of GBP3,600
worth of shares. All 11 eligible employees (including 3 executive
directors of the Company) took up the offer and acquired the full
GBP1,800 worth of Partnership Shares (596 ordinary shares) and were
therefore awarded 1,192 Matching Shares.
The 23-24 Free and Matching Shares are subject to a 1 year
forfeiture period.
A total of 32,780 (6 months to 31(st) July 2022 and also 12
months to 31(st) January 2023: 31,801) Free, Matching and
Partnership Shares were granted to the 11 (6 months to 31(st) July
2022 and also 12 months to 31(st) January 2023: 11) eligible
employees during the period, including 8,940 (6 months to 31(st)
July 2022 and also 12 months to 31(st) January 2023: 8,673) granted
to 3 (6 months to 31(st) July 2022 and also 12 months to 31(st)
January 2023: 3) executive directors of the Company.
No ordinary shares were withdrawn from the SIP Trust during the
period (6 months to 31(st) July 2022 and 12 months to 31(st)
January 2023: No withdrawals).
As at 31(st) July 2023, and after adjusting for a total of
19,951 ordinary shares withdrawn from the SIP Trust by employees on
departure and 6,842 ordinary shares forfeited on departure (since
inception), a total of 295,609 Free, Matching and Partnership
Shares had been granted to 11 eligible employees under the SIP,
including 96,192 granted to 3 executive directors of the
Company.
GBP38,427 of the IFRS 2 charges (6 months to 31(st) July 2022:
GBP42,009 and 12 months to 31(st) January 2023: GBP84,714)
associated with the award of the SIP shares to the 11 (6 months to
31(st) July 2022 and also 12 months to 31(st) January 2023: 11)
eligible directors and employees of the Company have been
recognised in the Statement of Comprehensive Income as employment
expenses.
The results of the SIP Trust have been fully consolidated within
these financial statements on the basis that the SIP Trust is
controlled by the Company.
-Ends-
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END
IR GZMMGMVRGFZZ
(END) Dow Jones Newswires
October 17, 2023 02:00 ET (06:00 GMT)
B.p. Marsh & Partners (LSE:BPM)
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