REG - B.P. Marsh &Partners - Half-year Results
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RNS Number : 1058E B.P. Marsh & Partners PLC 21 October 2025
21 October 2025
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 2025 (the "Period").
Highlights:
· Total Shareholder return of 9.5% for the Period, comprising the growth
in Net Asset Value ("NAV") and the aggregate dividends paid in February, May
and July 2025
· NAV increased by £23.1m over the Period to £349.5m, a 7.1% increase
(31 January 2025: £326.4m; 31 July 2024: £252.9m)
· NAV per share of 956.1p*, a 7.4% increase over the Period (31 January
2025: 890.0p; 31 July 2024: 690.8p)
· Consolidated profit before tax of £32.1m for the Period (six months to
31 July 2024: £29.0m; year ending 31 January 2025: £104.7m)
· Group liquidity of £52.6m as at 31 July 2025
· The Group received AU$6.5m (£3.1m) in consideration for the sale of
Sterling Insurance Pty Ltd
· During the Period, the Group completed three new investments, iO Finance
Partners, Amiga Specialty and Cameron Specialty
· Four post-Period new investments, in Gambit Risk Finance, XPT Producer
Co, Salus Capital, and Oneglobal Broking
*The fully diluted NAV per share is 909.8p and includes the remaining 761,499
shares held within the Employee Benefit Trust, as well as a £2.0m loan that
would be repayable to the Company if these shares, including 236,259 currently
unallocated shares, were sold. The diluted NAV per share also includes the
1,685,000 options over ordinary shares granted to certain Directors and
employees of the Group in November 2023 and March 2025, in relation to which
the performance criteria for NAV growth has been met.
Commenting on the results, Brian Marsh OBE, Chairman, said:
"The first half of 2025 was another successful period for the Company. Our
core model remains unchanged: identifying opportunities in early-stage
financial services distribution businesses. These are particularly, but not
exclusively, within insurance and supporting entrepreneurial management teams
as they grow their operations.
I am pleased to report both substantial profits for the Company and dividends
for shareholders, including an interim dividend of £2.5m, a special dividend
of £3.0m and a final dividend of £2.5m, bringing total cash returns to
£8.0m so far in the financial year ending 31 January 2026. We were delighted
to welcome new institutional shareholders following a phased secondary
placement of shares, diversifying our share register and demonstrating market
confidence in our long-term prospects.
New investments in the Period included Cameron Specialty and Amiga Specialty,
whose management teams are experienced insurance practitioners. Additionally,
the Group made an investment in iO Partners, which invests in a portfolio of
specialist lenders and we believe that, in time, these will deliver
exceptional value to shareholders.
These new investments, combined with the successful disposal of Sterling
Insurance in Australia, mean we entered the second half of our financial year
in an exceptionally strong position in terms of portfolio holdings and NAV.
Our new business pipeline is growing and, with our considerable available
cash, we are well placed to make further new investments.
As the insurance rating environment continues to soften, we have balanced our
portfolio towards supporting specialist teams that can deliver market-beating
returns. This is consistent with what has historically been the signature B.P.
Marsh operating model of selecting compelling opportunities in insurance
distribution."
Analyst briefing and investor presentation:
An analyst presentation, hosted by the Company, will be held today, Tuesday 21
October 2025 at 10:00 a.m. BST. Analysts wishing to attend should contact
bpm@tavistock.co.uk (mailto:bpm@tavistock.co.uk) to register.
Management will also provide a live presentation for all existing and
potential shareholders via the Investor Meet Company platform at 11:30 a.m. on
Wednesday 22 October 2025.
Questions can be submitted pre-event via the Investor Meet Company dashboard
up until 9am the day of 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 & Partners Plc via:
https://www.investormeetcompany.com/bp-marsh-partners-plc/register-investor
(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 on B.P. Marsh, its strategy and current portfolio,
please visit www.bpmarsh.co.uk (http://www.bpmarsh.co.uk) or contact:
B.P. Marsh & Partners Plc +44 (0)20 7233 3112
Brian Marsh OBE / Alice Foulk
Nominated Adviser & Joint Corporate Broker: +44 (0)20 78862500
Panmure Liberum Limited
Atholl Tweedie / Amrit Mahbubani / David Watkins
Joint Corporate Broker: +44 (0)20 7496 3000
Singer Capital Markets Advisory LLP
Charles Leigh Pemberton / James Moat / Asha Chotai
Financial PR & Investor Relations: bpmarsh@tavistock.co.uk (mailto:bpmarsh@tavistock.co.uk)
Tavistock +44 (0)20 7920 3150
Simon Hudson / Katie Hopkins / Kuba Stawiski
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 Period.
Half Year Results
During the Period, the Group's NAV increased by £23.1m, rising from £326.4m
at 31 January 2025, to £349.5m at 31 July 2025. Together with dividends paid
in February, May and July 2025, this equates to a Total Shareholder Return of
9.5%. On a fully diluted basis, following the vesting of awards under the
Joint Share Ownership Plan and inclusion of options granted under the Share
Option Plan in November 2023, NAV per share was 909.8p, representing an
increase of 7.4% from 31 January 2025.
The Group completed three new investments during the Period, continuing its
network-driven origination approach. The Group acquired an 8.0% shareholding
in iO Finance Partners Limited for £10.0m, supporting a buy-and-build
strategy in the UK SME financing market; 49.0% in Amiga Specialty Holdings
Limited with a £10.0m loan facility to develop an international underwriting
agency; and 27.0% in Cameron Specialty HoldCo Limited, alongside funding of up
to £1.7m to support its UK property insurance growth.
The Group also completed the sale of Sterling Insurance Pty Limited,
generating an internal rate of return of 8.8%.
Post period-end, the Group supported XPT Group LLC through commitments to a
new reinsurance vehicle, Gambit Re, and to XPT Producer Co, a new platform
designed to enhance XPT's operations. This demonstrates the Group's ongoing
ability to back and strengthen its existing portfolio companies.
Additionally, post Period end, the Group invested in Salus Capital Partners
Limited, a start-up insurance intermediary group, acquiring a 35.0% Cumulative
Preferred Ordinary shareholding and providing funding of up to £2.0m.
In addition, £10.0m was invested in international insurance broker, Oneglobal
Broking Holdings Limited, supporting its international expansion. The Group
also increased its holding in Pantheon Specialty Group from 37.0% to 39.0%,
whilst providing loan financing for Pantheon Specialty Group's acquisition of
a 25.0% stake in Fraction Insurance Brokers Asia.
In line with its capital return strategy, the Company paid an interim dividend
of £2.5m in February 2025, a special dividend of £3.0m in May 2025 and a
final dividend of £2.5m in July 2025, bringing total dividend returns to
£8.0m so far, in the financial year ending 31 January 2026. The Board intends
to maintain a minimum annual dividend of £5.0m for the financial years ending
31 January 2027 and 2028.
In April 2025, the Company announced a new £2.0m Share Buy-back Programme,
under which 145,000 shares were repurchased for £1.0m during the Period (at
an average price of 703p per share). The programme has been successful in
providing further capital returns to shareholders and delivering moderate
NAV/share accretion.
We also saw strong institutional demand for B.P. Marsh shares during the
Period, highlighted by a phased secondary placing, led by PSC UK Pty Limited,
a wholly owned subsidiary of The Ardonagh Group. On 9 May 2025, 1,936,881
shares (c.5.2% of issued share capital) were placed with institutional
investors at 630p per share, followed by a further 1,822,183 shares (c.4.9%)
sold to Wellington Management Group LLP. On 8 August 2025, The Ardonagh Group
completed the sale of its remaining 3,626,440 shares (c.9.8%) at 650p per
share, through an accelerated bookbuild, of which 769,231 shares were acquired
by B.P. Marsh for £5.0m. This successful exit and diversification of our
investor base, including increased holdings by high-quality investors such as
Wellington, reinforces market confidence in the Group's long-term growth
strategy.
With approximately £36.5m in available cash and a robust pipeline of
opportunities, the Group remains well-positioned to deploy capital
selectively. The Group has proven ability to identify, support and realise
investments in specialist financial services, continuing to drive sustainable
NAV growth and attractive dividends for all stakeholders whilst maintaining
its commitment to shareholder returns.
Brian Marsh Alice Foulk
Chairman Managing Director
21 October 2025 21 October 2025
Chief Investment Officer's Portfolio Update, New Business and Outlook
In the six-month period to 31 July 2025, the underlying portfolio performed
well, continuing on from the Group's excellent set of full year results to 31
January 2025.
Over the Period, the valuation of the Group's equity portfolio increased by
12.8% adjusting for additions and disposals, with NAV increasing by 7.1%.
Over the past 12 months, the equity portfolio value has increased by 61.2%
adjusting for additions and disposals, with NAV increasing by 38.2%.
These results highlight the continued success of the Group's long-term,
partnership-oriented investment philosophy. The Group seeks to support
entrepreneurial management teams by providing both strategic guidance and
financial backing, enabling businesses to grow sustainably while maintaining
operational independence. This approach allows management to focus on building
value over the medium to long term, rather than being constrained by
short-term financial pressures or rigid exit timetables.
The Board believes that this patient and collaborative model not only fosters
the development of resilient, market-leading businesses, but also delivers
consistent and attractive returns to shareholders. By aligning the Group's
interests with those of its investee companies, the Group continues to build a
diversified portfolio capable of generating sustainable growth and creating
long-term shareholder value.
The Group currently holds a cash balance of £36.5m, providing the flexibility
to continue focusing on its core strengths:
· Recognising businesses led by capable management teams with strong
growth prospects;
· Offering financial support and strategic guidance to help these
companies seize market opportunities; and
· Delivering value to shareholders through a mix of sustained portfolio
growth and ongoing shareholder distributions.
Consistent with its investment approach, the Group remains dedicated to
deploying available funds into both existing holdings and new ventures, while
maintaining a balanced approach to shareholder returns via regular dividends
and the ongoing Share Buy-back programme.
The Group continues to pursue new investment prospects and currently has a
robust pipeline under active evaluation. This is demonstrated by the seven
investments completed during and subsequent to the reporting period.
During the Period, the Group completed three new investments:-
· iO Finance Partners Topco Limited - a UK-based alternative financing
platform for SMEs pursuing a buy-and-build strategy in niche lending markets;
· Amiga Specialty Holdings Limited - a start-up underwriting agency
building a diversified specialty portfolio across global markets through
organic growth and targeted M&A; and
· Cameron Specialty HoldCo Limited - a London-based underwriting agency
founded in 2021, specialising in UK property insurance with a focus on the
commercial combined and property owners sectors.
Post Period end, the Group completed four new investments:-
· Gambit Risk Finance LLC - a newly formed reinsurance vehicle
supporting XPT, which provides limited risk capital to five selected Platinum
Specialty Underwriters programmes, supporting XPT's growth strategy and
enhancing operational and financial flexibility; and
· XPT Producer Co LLC - a new platform supporting XPT, which recruits
and incubates experienced revenue-generating producers, accelerating XPT's
growth strategy and enhancing operational and financial flexibility; and
· Salus Capital Partners Limited - a UK-based insurance intermediary
group operating through its subsidiaries, Forte Professions Ltd and Scribe MGA
Ltd, specialising in Professional Indemnity insurance across broking and
underwriting; and
· Oneglobal Broking Holdings Limited - the UK-based insurance and
reinsurance brokerage that provides specialist risk management solutions to
clients worldwide. The firm focuses on sectors such as property, casualty,
marine, energy, and aerospace, combining global reach with local expertise.
Portfolio Update
Disposals
Sterling Insurance Pty Limited ("Sterling")
In May 2025, the Group completed the sale of its investment in Sterling, an
Australian underwriting agency specialising in construction sector liability
cover, to ATC Insurance Solutions Pty Limited ("ATC"), in which the Group is
also a shareholder.
The transaction delivered an internal rate of return of 8.8% on the Group's
original investment in Sterling. Consideration of approximately AU$6.5m
(£3.1m) was received in the form of new shares in the enlarged ATC Group,
reflecting the Group's ongoing commitment to supporting ATC's growth and
consolidation strategy in the Australian insurance market.
Following completion, the Group's exposure to ATC increased to 27.0%, further
strengthening its position in the largest independent underwriting agency in
Australia and providing additional participation in ATC's continued expansion
across its product offerings.
New Investments
During the Period to 31 July 2025, the Group completed three new
acquisitions:-
iO Finance Partners Topco Limited ("iO Partners")
In April 2025, the Group completed an investment in iO Partners, a UK-based
alternative financing platform for SMEs, subscribing for an 8.0% shareholding
for £10.0m through a combination of Preferred and Ordinary shares.
iO Partners is pursuing a buy-and-build strategy in the alternative SME
finance market, a sector that has been historically underserved by traditional
banks due to stringent capital requirements, despite strong and growing demand
for funding. Recent regulatory developments, including support for challenger
banks and Long-Term Asset Funds, have created a significant opportunity for
well-capitalised alternative lenders such as iO Partners.
The Company's model is to acquire established, profitable businesses in
specialist SME finance niches, providing them with scalable, long-term funding
and operational support. Its current portfolio consists of three businesses:
· SME Capital Limited ("SME Capital"), a direct lending platform
providing secured loans of £250,000 to £10.0m with a focus on event-driven
transactions such as M&A, management buyouts and growth capital;
· Seneca Trade Limited ("Seneca"), a stock inventory financing business
enabling SMEs to purchase and hold stock without constraining working capital;
and
· Provira Limited ("Provira"), a specialist lender providing advances
secured against estate assets.
Collectively, across the three-portfolio businesses, SME Capital, Seneca and
Provira, iO Partners has provided funding to SMEs amounting to £124.0m, on an
annualised basis.
While each of these businesses is profitable, their growth has historically
been constrained by limited access to scalable funding sources. iO Partners is
addressing this challenge by delivering capital solutions, shared
infrastructure and strategic oversight.
B.P. Marsh believes that iO Partners' combination of targeted acquisitions,
experienced management and innovative funding solutions. This positions it
strongly to take advantage of structural shifts in the UK SME finance market,
where demand for flexible, specialist funding continues to increase.
Date of initial investment: April 2025
Cost of Equity: £10,000,000
Equity stake: 8.0%
Loan Facility: N/A
Amiga Specialty Holdings Limited ("Amiga")
In June 2025, the Group completed an investment in Amiga, a newly established
specialty underwriting business, subscribing for a 49.0% shareholding for a
nominal consideration and providing a five-year £10.0m loan facility, of
which £0.5m was drawn at completion.
Amiga is a start-up underwriting agency with an international outlook, aiming
to build a diversified portfolio of specialty insurance products across key
global markets. Its strategy combines organic growth with a selected M&A
approach, targeting opportunities to expand product lines and distribution
channels while leveraging specialist underwriting expertise.
The business is led by a highly experienced management team with strong sector
knowledge and ambitions to establish Amiga as a global player in the specialty
market. With the Group's capital support and governance expertise, Amiga is
well positioned to grow rapidly, pursue acquisitions and build sustainable
long-term value in a competitive but opportunity-rich sector.
Since the Group's investment, Amiga has made a number of strategic hires in
key business areas, providing the foundations to deliver on its growth
aspirations for 2026 and beyond.
Date of initial investment: June 2025
Cost of Equity: £49
Equity stake: 49.0%
Loan Facility: £10,000,000
Cameron Specialty HoldCo Limited ("Cameron Specialty")
In June 2025, the Group acquired a 27.0% shareholding in Cameron Specialty, a
London-based underwriting agency, and committed up to £1.7m of funding
through a combination of equity and a loan facility, with the loan partially
drawn at completion.
Founded in 2021, Cameron Specialty specialises in UK property insurance, with
a particular focus on the commercial combined and property owners sectors. The
business has established a niche position in a competitive market by offering
tailored solutions and underwriting expertise to brokers and clients requiring
specialist coverage.
With the support of the Group's capital and experience in developing
entrepreneurial insurance businesses, Cameron Specialty is well positioned to
expand its presence in the UK property market, build scale, and strengthen its
reputation as a focused and agile underwriting agency.
Date of initial investment: June 2025
Cost of Equity: £1,100,000
Equity stake: 27.0%
Loan Facility: £600,000
Post Period Investments
Since 31 July 2025, the Group has supported its US-based investee company, XPT
Group LLC ("XPT") through two strategic initiatives designed to strengthen its
operational and financial flexibility. These investments align with XPT's
growth strategy and expansion plans, with both vehicles expected to generate
strong risk-adjusted returns, as follows:
Gambit Risk Finance LLC ("Gambit Re")
In August 2025, the Group made an investment in Gambit Re, a newly established
reinsurance vehicle for selected underwriting programmes within XPT's
underwriting arm, Platinum Specialty Underwriters ("Platinum").
The Group committed up to US$5m, of which US$1.875m was funded at completion,
in exchange for a preferred equity shareholding of approximately 8.3%,
carrying an 8.0% preferred annual return. Gambit Re will initially support
five profitable Platinum programmes, operating on a fully collateralised
basis. The vehicle is designed to enhance both the operational and financial
flexibility of XPT while delivering strong risk-adjusted returns.
Gambit Re's capital structure totals US$60m, comprising US$45.0m from Accord
Capital Investments ("Accord Capital"), US$10.0m from RSP (a vehicle formed by
XPT senior management), and US$5.0m from the Group. Accord Capital is a
US-based alternative lending and capital advisory firm headquartered in
Chicago, with a proven track record of providing strategic capital and
operational guidance to entrepreneurial businesses.
Management and operational services for Gambit Re will be provided by
Platinum, with reinsurance administration outsourced to Atlantic Security
Limited, a Bermuda-based specialist. Backed by disciplined underwriting, the
investment provides the Group with exposure to profitable insurance programmes
while further strengthening its relationship with one of its established
management teams.
The Board believes that Gambit Re will also enable Platinum to demonstrate
greater alignment with its carrier partners, thereby supporting the expansion
of its underwriting footprint and further enhancing its long-term growth
potential.
Date of initial investment: August 2025
Cost of Equity: US$1,875,000 (£1,392,086)
Equity stake: c. 8.3%
Loan Facility: N/A
XPT Producer Co LLC ("XPT Producer Co")
In September 2025, the Group made a strategic investment in XPT Producer Co, a
new platform established to recruit experienced, revenue-generating producers
in support of XPT's growth strategy. This initiative provides XPT with the
ability to accelerate its expansion through the addition of high-quality
producers, enhancing both operational and financial flexibility.
The Group has subscribed for a 35.0% shareholding in XPT Producer Co for a
nominal sum of US$3,500, structured as cumulative preferred shares.
In addition, the Group has committed to provide up to US$12.5m in loan funding
over two years, of which US$3.5m was drawn down on completion. Further
drawdowns are expected throughout the fourth quarter of 2025 and into 2026.
The facility carries an interest rate of SOFR + 6.5%, with a minimum of 10%
per annum.
This investment represents a natural extension of the Group's long-standing
partnership with XPT. The Board believes that it will deliver attractive
risk-adjusted returns, while further reinforcing the Group's support for XPT's
long-term expansion plans.
Date of initial investment: August 2025
Cost of Equity: US$3,500 (£2,582)
Equity stake: 35.0%
Loan Facility: US$12,500,000 (c.£9,420,000)
Salus Capital Partners Limited ("Salus")
In September 2025, the Group acquired a 35.0% Cumulative Preferred Ordinary
shareholding in Salus, providing funding of up to £2.0m via a combination of
equity and a loan facility, which was partially drawn on completion.
Salus is a UK-based start-up insurance intermediary group, operating through
its two subsidiaries, Forte Professions Ltd ("Forte") and Scribe MGA Ltd
("Scribe"). Forte is a specialist Professional Indemnity insurance broker
serving UK-domiciled businesses, while Scribe, the underwriting arm of Salus,
focuses on Professional Indemnity insurance for small to medium-sized
enterprises.
Founded by a team of highly experienced industry practitioners with nearly 100
years of combined expertise in the Professional Indemnity market, Salus aims
to build a leading client-focused broking and underwriting business. With the
Group's capital, support and strategic guidance, the business is
well-positioned to grow its market presence and deliver long-term value.
Date of initial investment: September 2025
Cost of Equity: £35
Equity stake: 35.0%
Loan Facility: £2,000,000
Oneglobal Broking Holdings Limited ("Oneglobal")
In September 2025, the Group completed a £10.0m investment in Oneglobal
through the subscription of cumulative convertible preferred shares. The Group
retains the option to provide further growth capital, subject to satisfactory
terms and appropriate opportunities, consistent with its long-term investment
approach. The shares carry an 8.0% per annum preferred dividend and minority
shareholder rights aligned with the wider share capital structure. On
conversion, the Group's holding would represent a 10.0% stake in the fully
diluted share capital of Oneglobal.
Founded in 2018 through the merger of two J.C. Flowers & Co-owned Lloyd's
brokers, Oneglobal now operates from 15 offices across Europe, Asia, the
Americas and the Middle East. The business specialises in a broad range of
insurance lines, including marine, property, aviation, financial lines, energy
and casualty.
This investment provides strategic growth capital to support Oneglobal's
continued expansion, including the acquisition of a Bermudian specialty
insurance broker and further development into the Asian market. The business
is forecast to generate brokerage of approximately £50.0m in 2025. The Board
considers Oneglobal to be well positioned to capitalise on further growth
opportunities and deliver attractive long-term returns to the Group's
shareholders.
Date of initial investment: September 2025
Cost of Equity: £10,000,000
Equity stake: 10.0%
Loan Facility: N/A
Follow-on Investments and Funding
Pantheon Specialty Limited ("Pantheon")
+21.9 pence NAV per share uplift in the Period
The Group first invested in Pantheon in June 2023, subscribing for a 25.0%
stake in a new holding company established in partnership with Robert Dowman.
Since inception, Mr Dowman has assembled a highly experienced team and
developed Pantheon into a market-leading independent specialist broker. The
business is now recognised as a leading London Market broker, with a strong
reputation in the placement of complex liability risks worldwide.
During the Period, the Group acquired a further 2.0% shareholding from
Pantheon's founders for a cash consideration of £5.5m, increasing its equity
interest to 39.0%.
In September 2025, the Group also provided loan financing of up to £0.6m to
support Pantheon's acquisition of a 25.0% equity stake in Fraction Insurance
Brokers Asia Limited ("Fraction"), a Hong Kong-based specialist broker focused
on digital asset insurance. Pantheon also secured a call option over an
additional 35.0% of Fraction, exercisable after 2029.
Fraction is a specialist broker dedicated to the digital asset ecosystem,
including cryptocurrencies, NFTs, blockchain infrastructure and decentralised
finance (DeFi) platforms. This remains an emerging market segment, but demand
for digital asset insurance is increasing as institutional participation grows
and regulatory oversight strengthens.
Fraction was founded by Dan Dibden and Onno Sterk, who bring deep expertise in
specialty insurance and financial services across Asia and the UK, and intend
to leverage their networks within licensed digital asset firms across the
region to build a meaningful book of business. Pantheon's expansion into
digital insurance has been further strengthened by the appointment of Andrew
Cooper as Managing Director, Innovation and Technology. Mr Cooper previously
served as Chief Broking Officer, Future Mobility and US Casualty at Aon,
bringing significant experience in emerging risks and specialty lines.
The Group believes that the investment in Fraction represents a strategically
important development for Pantheon, supporting its ambition to diversify into
complementary markets and extend its reach into Asia. While digital asset
insurance is at an early stage, the Board considers that this partnership is
well positioned to generate strong long-term growth and deliver attractive
returns for Pantheon and its shareholders.
Date of initial investment: June 2023
31 July 2025 valuation: £105,490,000
Cost of equity (including additional investments): £27,300,025
Equity stake: 39.0%
NAV breakdown by portfolio company
The composition of the Group's underlying investment portfolio can be found
here:
The Group's current active investments are in the Insurance Intermediary
sector.
These insurance investments are budgeting to produce in the aggregate
£1.72bn of insurance premium during 2025, and a breakdown between brokers and
MGAs can be found here:
Insurance Brokers
Investments:
The Group's Broking investments are, in the aggregate, budgeting to place
over £967.0m of GWP in 2025. This is expected to produce over £81.0m of
brokerage, accessing specialty markets around the world.
Underwriting Agencies / Managing General Agents ("MGAs")
Investments:
The Group's MGAs are budgeting to place over £749.0m of GWP, producing
over £88.0m of commission income in 2025, across over 30 product areas, on
behalf of more than 50 insurers.
Holding Company for exited investment with Deferred Consideration
LEBC Holdings Limited ("LEBC")
+ 7.6 pence NAV per share change in the Period
In April 2024, LEBC, in which the Group is a majority shareholder, completed
the previously announced sale of its wholly owned subsidiary, Aspira Corporate
Solutions Limited, to Titan Wealth Holdings Limited. This transaction enabled
LEBC to meet all obligations agreed with the Financial Conduct Authority in
respect of historical defined benefit pension transfer advice.
Under the terms of the sale, LEBC is to receive the consideration over a
three-year earn-out period. The first payment was received by the Group in
September 2025, with the Group's pro-rata allocation amounting to £5.7m. Two
further payments are expected to be received over the course of 2026 and 2027
respectively.
Date of initial investment: April 2007
31 July 2025 valuation: £12,700,000
Cost of Equity: £13,473,657
Equity stake: 61.99%
Portfolio Company Highlights:
Stewart Specialty Risk Underwriting Ltd ("SSRU")
+ 25.1 pence NAV per share change in the Period
SSRU continues to deliver specialist insurance products to a wide array of
clients in the Construction, Manufacturing, Onshore Energy, Public Entity and
Transportation sectors.
Performance in 2025 has remained strong. On achieving budget, the business is
expected to produce gross written premium in excess of CA$100.0m, alongside
robust year-on-year EBITDA growth.
During the period, SSRU made a number of strategic growth hires, further
enhancing its underwriting expertise and demonstrating its ongoing commitment
to investing in high-quality talent.
The business also expanded its product suite with the launch of a new Primary
Casualty Division. This strategic development strengthens SSRU's position in
the casualty market, complementing its well-established Excess Casualty
portfolio and establishing the business as a comprehensive casualty
underwriting platform.
Date of initial investment: January 2017
31 July 2025 valuation: £22,900,000
Cost of Equity: £19
Equity stake: 28.2%
ATC Insurance Solutions PTY Limited ("ATC")
+ 14.0 pence NAV per share change in the Period
ATC continues to perform strongly across its product offerings. Since the
Group's initial investment in 2018, when ATC produced gross written premium of
approximately AU$61.0m, the business has delivered substantial growth and is
budgeting gross written premium in excess of AU$300.0m for the year ending 30
June 2026. This performance has established ATC as the largest independent
underwriting agency in Australia, and the Group anticipates that this growth
trajectory will continue.
In May 2025, ATC completed the acquisition of Sterling Insurance Pty Limited
for AU$33.2m (£15.9m), of which AU$6.5m (£3.1m) was attributable to B.P.
Marsh. This consideration was satisfied through the issue of new shares in
ATC, reflecting the Group's ongoing support for the company's expansion and
consolidation strategy.
Following the transaction, the Group's shareholding in ATC increased to 27.0%,
further strengthening its strategic position within the business and enhancing
the Group's exposure to the Australian insurance market. The Directors remain
confident that ATC is well placed to capitalise on further growth
opportunities, both organically and through selective acquisition, and will
continue to be a significant contributor to the Group's portfolio.
Date of initial investment: July 2018
31 July 2025 valuation: £39,210,000
Cost of Equity: £9,603,303
Equity stake: 27.0%
Market Commentary
The Group continues to closely monitor key trends in the insurance sector in
which we operate, with a specific focus on premium rates and merger and
acquisition activity.
The softening trend in rates has continued throughout 2025, with global rates
declining by 7.0% over the first half of 2025(1), which represented the fourth
consecutive quarter whereby global insurance rates have reduced.
A substantial proportion of the market now has access to sufficient capacity,
which in turn applies a downward pressure on rates. This is a trend that the
Group expects to continue over the remainder of 2025.
M&A activity within the insurance sector has remained buoyant, with both
strategic consolidators and private capital seeking to deploy into the market.
This environment has contributed to heightened competition amongst
intermediaries, alongside increasing pressure for scale and diversification.
The Group believes that these dynamics will present continued opportunities
for its investee companies to expand and develop, either organically or
through selective acquisition.
The Board remains confident that the Group's strategy of investing in
entrepreneurial management teams, and providing patient capital to support
long-term growth, positions B.P. Marsh well to continue delivering value to
shareholders.
(1) according to Marsh Specialty and Global Placement, a division of Marsh LLC
New Business
The Group continues to target niche SME opportunities, supporting experienced
and entrepreneurial management teams with patient capital, which in turn
promotes long-term sustainable growth and the creation of shareholder value.
Over the period, the Group reviewed a significant volume of new business
opportunities, receiving 36 enquiries, broadly in line with the 34
opportunities reviewed in the six months to 31 July 2024. This continued flow
of opportunities underlines the Group's established position as a trusted
provider of development capital within the insurance intermediary sector.
The pipeline remains strong, with four investments completed since the period
end. The Group anticipates making further additions to the portfolio as it
enters its new financial year to 31 January 2027.
Supported by a robust liquidity position and with a proven track record of
successful investment, the Group remains confident in its ability to identify,
secure, and nurture businesses that will deliver long-term value to
shareholders.
Dan Topping
Chief Investment Officer
21 October 2025
Chief Finance Officer Update
The Group has delivered an increase in NAV of £23.1m (7.1%) to £349.5m,
compared with an increase of £28.7m (10.3%) in the same period in 2024.
Including the £8.0m aggregate dividend paid in February 2025, May 2025 and
July 2025, this represented an overall return of 9.5% for the Period.
Over the year to 31 July 2025 the NAV has increased by £96.6m (38.2%).
Including the £8.0m aggregate dividend paid in February 2025, May 2025 and
July 2025, this represents an overall return of 41.4%.
The NAV of £349.5m at 31 July 2025 represents a total increase in NAV of
£320.3m since the Group was originally formed in 1990 having adjusted for the
original capital investment of £2.5m, the £10.1m net proceeds raised on AIM
in 2006 and the £16.6m 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 11.1% in Group NAV after running costs, realisations,
losses, distributions and corporation tax since flotation and 13.1% since
1990.
The equity investment portfolio continued to increase in value, rising by
12.8% to £271.5m (31 January 2025: £224.1m) after adjusting for £3.1m of
net realisations and £19.7m of acquisitions in the Period.
The Group made one realisation during the Period totalling AU$6.5m (£3.1m),
being the sale of the Group's entire c.19.7% investment in Sterling to ATC
which completed on 30 May 2025. The consideration received by the Group was
satisfied entirely in the form of additional equity in the enlarged ATC Group.
The Group invested a total of £19.7m in equity in the portfolio during the
Period (6 months to 31 July 2024: £9.5m):-
· £8.6m into the existing portfolio, including £5.5m in Pantheon and
£3.1m in ATC (as a direct reinvestment of the Group's consideration from the
sale of its investment in Sterling); and
· £11.1m into three new investments, including £10.0m in iO Partners,
£1.1m in Cameron Specialty and £49 (nominal value) in Amiga.
Operating income
Net gains from investments were £31.3m for the Period, of which £30.8m
related to unrealised gains on the revaluation of the investment portfolio,
compared to £28.3m of net gains for the six months to 31 July 2024, a 10.6%
increase.
Income from the portfolio for the Period increased from £4.2m in H1 2024 to
£4.8m in H1 2025. This was largely driven by a £0.5m increase to fee income
due to one-off transaction and loan arrangement fees charged on new
investments made during the Period. Loan interest also increased by £0.2m
over H1 2024 as a result of new loans granted in the Period. Whilst the
portfolio continues to perform strongly, dividend income reduced marginally
from at £2.4m in H1 2024 to £2.3m in H1 2025 mainly as a result of
investment disposals in the prior year.
Operating expenses
Operating expenses for the Period were £4.9m, in line with the £4.9m
reported in H1 2024.
Profit on ordinary activities
The consolidated profit on ordinary activities before taxation for the Period
was £32.1m which represented an increase of 11.0% over the £29.0m reported
in the same period in 2024. The consolidated profit on ordinary activities
after tax was £31.6m, representing an increase of 19.0% over the £26.6m
reported in H1 2024.
The Group's strategy is to cover expenses from the portfolio yield. On an
underlying basis, including treasury returns and realised gains, but excluding
unrealised investment activity (unrealised gains on equity revaluation,
movement in the provision for deferred consideration on equity portfolio
disposals and provision against loans receivable from investee companies),
this was achieved with a pre-tax profit of £0.7m for the Period (H1 2024:
£0.9m).
Liquidity and loan portfolio
In addition to equity funding to its investment portfolio, the Group
frequently provides loan financing, either as part of the initial investment
structure or as subsequent funding to support further growth. This additional
financing may be used for acquisitions, working capital, recruitment, or
product development.
The loan portfolio increased by £5.5m during the Period to £31.1m at 31 July
2025 (31 January 2025: £25.6m, 31 July 2024: £19.2m). The Group provided
aggregate loans of £6.0m, either as new loans or drawdowns from existing
facilities, including £4.5m to Pantheon, £0.55m to Volt UW Holdco Limited,
£0.5m to Amiga, £0.3m to Cameron Specialty, £0.1m to Verve Risk Services
Limited ("Verve") and £0.05m to Ai Marine Risk Limited. The Group also
received £0.2m in loan repayments from The Fiducia MGA Company Limited
("Fiducia"). In addition there was a £0.3m reduction due to foreign exchange
movements.
During the Period the Group paid dividends of £8.0m and bought back £1.0m in
shares.
Other significant cash movements during the Period included the receipt of
£9.2m in further consideration from the sale of the Group's investment in
Paladin, which completed in March 2024. This represented the first of two
anticipated tranches of deferred consideration that are expected in relation
to the sale.
At 31 July 2025 the Group had total available cash and treasury funds of
£52.6m (31 January 2025: £74.1m, 31 July 2024: £80.2m).
Since 31 July 2025 the Group has made four new equity investments. In August
2025, the Group invested US$1.9m (£1.4m) into Gambit Re. This was followed
by three investments in September 2025; XPT Producer Co for a nominal equity
cost of US$3,500 (£2,582), alongside an initial US$3.5m (£2.6m) loan
drawdown from its agreed US$12.5m facility; £35 (nominal value) into Salus,
alongside an initial £0.7m loan drawdown from its agreed £2.0m facility; and
£10.0m into Oneglobal.
The Group has provided £5.0m in further loans, including £3.3m in respect of
its new investments in XPT Producer Co (£2.6m) and Salus (£0.7m) and £1.7m
to its existing portfolio in respect of further drawdowns from agreed loan
facilities, with £0.7m provided to SRT & Partners Limited, £0.5m to
Pantheon, £0.2m to Verve, £0.2m to Amiga and £0.1m to Devonshire. The Group
also received £0.1m in loan repayments from Fiducia. The loan portfolio
balance is currently £36.0m as at 21 October 2025.
Post period, the Group also bought back £5.0m in shares.
The Group is debt free.
Undiluted / diluted NAV per share
The NAV per share at 31 July 2025 is 956.1p (31 January 2025: 890.0p and 31
July 2024: 690.8p). Previously, 1,461,302 shares (which includes unallocated
shares now owned by the Employee Benefit Trust which were forfeited by
departing employees) being held within an Employee Benefit Trust as part of a
long-term share incentive plan for certain directors and employees of the
Group were excluded as they did not have voting or dividend rights. However,
in October 2023 voting and dividend rights were granted for the 1,206,888
allocated shares which resulted in them being included in the undiluted NAV
per share calculation. At 31 July 2025, the aggregate number of shares sold
from the Employee Benefit Trust amounts to 681,648. The remaining 525,240
allocated shares are included in the undiluted NAV per share calculation,
alongside £1.5m of loan debt, which remains repayable by the Trust in
relation to the original transfer of shares. This debt cannot currently be
consolidated within the accounts but will be repaid if the shares are sold.
The diluted NAV per share at 31 July 2025 is 909.8p (31 January 2025: 847.3p
and 31 July 2024: 658.5p). This includes the full 761,499 shares remaining
within the Employee Benefit Trust and also includes £2.0m of loan repayable
if the shares, including the 236,259 shares that are currently unallocated,
were sold.
The diluted NAV per share calculation also includes the 1,685,000 options over
ordinary shares granted to certain Directors and employees of the Group in
November 2023 (and subsequently in March 2025 following the reallocation of
options forfeited on departure of a Director and two other employees), which
became dilutive at 31 July 2024, as the performance criteria for NAV growth
had been met.
Francesca Chappell
Chief Finance Officer
21 October 2025
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.
Investments
As at 31 July 2025 the Group's equity interests were as follows:
Ag Guard PTY Limited
(www.agguard.com.au (http://www.agguard.com.au/) )
Ag Guard is an Underwriting 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 2025 valuation: £3,790,000
Ai Marine Risk Limited
(www.aimarinerisk.com)
Ai Marine is an Underwriting Agency with a focus on marine hull insurance and
with a strong focus on the UK & Europe, Middle East and Asia Pacific
regions.
Date of investment: December 2023
Equity stake: 30.0%
31 July 2025 valuation: £2,290,000
Amiga Specialty Holdings Limited
Amiga is a start-up focused on establishing an international specialty
Underwriting Agency. Amiga aims to build a diversified portfolio of specialty
insurance products across key global markets, pursuing both organic growth and
a strategic mergers and acquisitions approach.
Date of Investment: June 2025
Equity stake: 49%
31 July 2025 valuation: £49
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 2025 valuation: £290,000
ATC Insurance Solutions PTY Limited
(www.atcis.com.au)
ATC is an Underwriting 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: 27.0%
31 July 2025 valuation: £39,210,000
Cameron Specialty HoldCo Limited
(https://www.cameron-specialty.com/)
Cameron Specialty is a London based Underwriting Agency specialising in UK
property insurance in the commercial combined and property owner sectors.
Date of investment: June 2025
Equity stake: 27.0%
31 July 2025 valuation: £1,100,000
CEE Specialty s.r.o.
(https://cee-specialty.eu/index.php/cs/)
CEE Specialty is an Underwriting Agency based in Prague, Czech Republic
specialising in Marine Hull, Bonds and Liability Insurance.
Date of investment: September 2024
Equity stake: 44%
31 July 2025 valuation: £3,120,000
Devonshire UW Limited
(www.devonshire-underwriting.co.uk)
Devonshire is a London based Underwriting Agency, specialising in
transactional risks encompassing Warranty and Indemnity, Specific Tax, and
Legal Contingency Insurance.
Date of investment: March 2024
Equity stake: 30%
31 July 2025 valuation: £300,000
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 2025 valuation: £6,010,000
iO Finance Partners Topco Limited
(https://iofp.co.uk/ (https://iofp.co.uk/) )
iO Partners is a buy-and-build opportunity within the alternative financing
market, intending to bring together a diverse group of alternative finance
providers to support and grow the UK economy and SME Market.
Date of investment: April 2025
Equity stake: 8.0%
31 July 2025 valuation: £10,000,000
LEBC Holdings Limited
(www.lebc-group.com (http://www.lebc-group.com) )
LEBC is a holding company that, until April 2024, owned two businesses that
were national Independent Financial Advisory companies providing services to
individuals, corporates and partnerships, principally in employee benefits,
investment and life product areas.
Date of investment: April 2007
Equity stake: 62.0%
31 July 2025 valuation: £12,700,000
New Denison Limited
Date of investment: June 2023
Equity stake:40%
31 July 2025 valuation: £0
Pantheon Specialty Group Limited
(www.pantheonspecialty.com)
Pantheon is a UK-based specialist insurance broker specialising in property,
casualty, professional lines & reinsurance and delegated authority
established in partnership with Robert Dowman. Pantheon acquired 100% of the
share capital of the Lloyd's broker Denison and Partners Limited.
Date of investment: June 2023
Equity stake: 39.0%
31 July 2025 valuation: £105,490,000
Sage Program Underwriters, Inc.
(www.sageuw.com)
Sage provides Workers Compensation insurance to niche industries, including
inland delivery and field sport sectors and is based in Bend, Oregon.
Date of investment: June 2020
Equity stake: 30.0%
31 July 2025 valuation: £2,210,000
SRT & Partners Limited
SRT & Partners is a London Market insurance broker Headquartered in London
and owns a UK retail insurance broker and an asset finance broker.
Date of investment: October 2024
Equity stake:30.0%
31 July 2025 valuation: £750,000
Stewart Specialty Risk Underwriting Ltd
(www.ssru.ca)
SSRU is an Underwriting 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: 28.2%
31 July 2025 valuation: £22,900,000
Verve Risk Services Limited
(www.ververisk.com)
Verve is a London based Underwriting 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 2025 valuation: £670,000
Volt UW Limited
(www.volt-uw.com)
Volt is a London based Underwriting Agency, specialising in energy insurance
with a clear focus on insuring property risks associated with power generation
and midstream energy in both the non-renewable and renewable sector.
Date of investment: October 2024
Equity stake: 25.5%
31 July 2025 valuation: £26
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: 29.6%
31 July 2025 valuation: £60,620,000
These investments have been valued in accordance with the accounting policies
on Investments set out in note 1 of our Half Year Consolidated Financial
Statements.
Half Year Consolidated Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31ST JULY 2025
Notes Unaudited Unaudited Audited
6months to 6 months to Year to
31(st) July 2025 31(st) July 2024 31(st) January 2025
£'000 £'000 £'000 £'000 £'000 £'000
GAINS ON INVESTMENTS
Realised gains on disposal of equity investments (net of costs) 6 464 1,551 17,292
Net provision made against equity investments and loans 6 - (1,369) (36)
Unrealised gains on equity investment revaluation 4 30,828 28,113 90,207
31,292 28,295 107,463
INCOME
Dividends 2,290 2,368 3,910
Income from loans and receivables 1,348 1,123 2,342
Fees receivable 1,208 721 1,524
4,846 4,212 7,776
OPERATING INCOME 36,138 32,507 115,239
Operating expenses (4,924) (4,909) (13,672)
OPERATING PROFIT 31,214 27,598 101,567
Financial income 1,205 1,566 3,184
Financial expenses (52) (86) (137)
Exchange movements (291) (30) 79
862 1,450 3,126
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 32,076 29,048 104,693
Income taxes (524) (2,428) (5,194)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO EQUITY HOLDERS 7 £31,552 £26,620 £99,499
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 7 £31,552 £26,620 £99,499
Earnings per share - basic (pence) 3 85.7p 72.0p 269.5p
Earnings per share - diluted (pence) 3 81.4p 68.4p 256.2p
The result for the period is wholly attributable to continuing activities.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31ST JULY 2025
(Company Number: 05674962)
Unaudited Unaudited Audited
Notes 31(st) July 2025 31(st) July 2024 31(st) January 2025
£'000 £'000 £'000 £'000 £'000 £'000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 79 59 84
Right-of-use asset 260 425 342
Investments - equity portfolio 4 271,450 153,446 224,095
Loans and receivables 22,777 21,017 22,623
294,566 174,947 247,144
CURRENT ASSETS
Trade and other receivables 15,989 7,927 19,603
Cash and cash equivalents 5 52,584 80,233 74,137
68,573 88,160 93,740
LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities (117) (315) (218)
Deferred tax liabilities 9 (12,339) (9,081) (11,847)
(12,456) (9,396) (12,065)
CURRENT LIABILITIES
Trade and other payables (980) (649) (2,215)
Lease liabilities (198) (189) (194)
(1,178) (838) (2,409)
NET ASSETS £349,505 £252,873 £326,410
CAPITAL AND RESERVES - EQUITY
Called up share capital 3,710 3,729 3,710
Share premium account 29,359 29,351 29,356
Fair value reserve 172,084 88,941 135,132
Reverse acquisition reserve 393 393 393
Capital redemption reserve 44 25 44
Capital contribution reserve 72 72 72
Retained earnings 143,843 130,362 157,703
SHAREHOLDERS' FUNDS - EQUITY 7 £349,505 £252,873 £326,410
Net Asset Value per share - undiluted (pence) 3 956.1p 690.8p 890.0p
Net Asset Value per share - diluted (pence) 3 909.8p 658.5p 847.3p
The Interim Consolidated Financial Statements were approved by the Board of
Directors and authorised for issue on 20th October 2025
and signed on its behalf by:
A.H.D. Foulk & F.L. Chappell
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31ST JULY 2025
Unaudited Unaudited
Audited
31(st) July 2025 31(st) July 2024 31(st) January 2025
£'000 £'000 £'000
Cash (used by) / from operating activities
Income from loans to investee companies 1,348 1,123 2,342
Dividends 2,290 2,368 3,910
Fees received 1,208 721 1,524
Operating expenses (4,924) (4,909) (13,672)
Net corporation tax paid (32) (34) (34)
Purchase of equity investments (Note 4) (19,727) (9,500) (31,501)
Net proceeds from sale of equity investments 12,646 42,079 65,738
Net loan (payments to) / repayments from investee companies (5,808) 9,700 3,466
Adjustment for non-cash share incentive plan 211 216
413
Exchange movement 19 (3) (118)
Decrease in receivables 304 810 838
(Decrease) / increase in payables (1,235) (1,194) 381
Depreciation and amortisation 98 93 200
Net cash (used by) / from operating activities (13,602) 41,470
33,487
Net cash (used by) / from investing activities
Purchase of property, plant and equipment (12) (5) (54)
Net proceeds from the sale of treasury investments net of cash and cash - 79 79
equivalents
Net cash (used by) / from investing activities (12) 74 25
Net cash (used by) / from financing activities
Financial income 1,205 1,566 3,184
Financial expenses (52) (86) (137)
Net decrease in lease liabilities (96) (92) (184)
Dividends paid (Note 7) (7,973) (3,964) (3,964)
Payments made to repurchase company shares (1,023) (327) (835)
Cash received in respect of JSOP shares sold - 1,157 2,126
Net cash (used by) / from financing activities (7,939) (1,746) 190
Change in cash and cash equivalents (21,553) 39,798 33,702
Cash and cash equivalents at beginning of the period 74,137 40,435 40,435
Cash and cash equivalents at end of period £52,584 £80,233 £74,137
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 PERIOD ENDED 31ST JULY 2025
Unaudited Unaudited Audited
6 months to 6 months to Year to
31(st) July 2025 31(st) July 2024 31(st) January 2025
£'000 £'000 £'000
Opening total equity 326,410 229,171 229,171
Comprehensive income for the period 31,552 26,620 99,499
Dividends paid (7,973) (3,964) (3,964)
Repurchase of company shares (1,023) (327) (835)
Share incentive and share option plan 211 216 413
Other movements 328 - -
Amounts received from the Employee Benefit Trust on the sale of shares held - 1,157 2,126
under joint ownership
Total equity £349,505 £252,873 £326,410
Refer to Note 7 for detailed analysis of the changes in the components of
equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31ST JULY 2025
1. ACCOUNTING POLICIES
Basis of preparation of financial statements
These condensed consolidated interim financial statements were approved by the
Board for issue on 20th October 2025, and have been prepared as at, and for
the six months ended, 31st July 2025. This Interim Report has been prepared in
accordance with the AIM Rules for Companies. It does not and is not required
to comply with IAS 34 'Interim Financial Reporting'. The accounting policies
applied by the Group in this Interim Report are consistent with those of the
previous financial year and corresponding half year reporting period.
The financial information contained within this Interim Report has been
prepared applying the recognition and measurement requirements of UK-adopted
International Accounting Standards expected to apply at 31 January 2026.
These condensed interim financial statements do not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006. The interim
financial statements for the half year ended 31 July 2025 was neither audited
nor reviewed by the Company's auditors.
The financial information for the year ended 31 January 2025 is based on
audited statutory accounts which have been filed with the Registrar of
Companies. The Auditor's report for 2024 was (i) unqualified, (ii) included no
matters to which the auditor drew attention by way of emphasis and (iii) did
not contain statements under Sections 498 (2) or 498 (3) of the Companies Act
2006 in relation to the financial statements.
The consolidated financial statements are presented in sterling, the
functional currency of the Group, rounded to the nearest thousand pounds
(£'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 interim 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 three trading subsidiaries, B.P. Marsh & Company Limited, B.P.
Marsh (North America) Limited and B.P. Marsh Europe 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, B.P. Marsh (North America) Limited and B.P. Marsh
Europe Limited are 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.
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 three
subsidiary investment entities, B.P. Marsh & Company Limited, B.P. Marsh
(North America) Limited and B.P. Marsh Europe Limited, that provide services
that relate to the Company's investment activities. The results of these three
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.
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.
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.
Financial income has been analysed between the segments based on the
underlying portfolio income generated by each of the segments.
Geographic segment 1: Geographic segment 2: Group
UK Non-UK
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Operating income 16,897 16,359 19,241 16,148 36,138 32,507
Operating expenses (2,599) (2,741) (2,325) (2,168) (4,924) (4,909)
Segment operating profit 14,298 13,618 16,916 13,980 31,214 27,598
Financial income 636 874 569 692 1,205 1,566
Financial expenses (27) (48) (25) (38) (52) (86)
Exchange movements 18 (9) (309) (21) (291) (30)
Profit before tax 14,925 14,435 17,151 14,613 32,076 29,048
Income taxes - - (524) (2,428) (524) (2,428)
Profit for the period £14,925 £14,435 £16,627 £12,185 £31,552 £26,620
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 income attributable to the investee company % of total realised and unrealised operating income Reportable geographic segment
(£'000)
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July
2025 2024 2025 2024 2025 2024
Investee Company
Stewart Specialty Risk Underwriting Limited(1) 10,373 - 29 - 2 -
Pantheon Specialty Group Limited 9,280 11,232 26 35 1 1
ATC Insurance Solutions PTY Limited 5,676 5,600 16 17 2 2
XPT Group LLC(1) - 9,126 - 28 - 2
Lilley Plummer Holdings Limited(1) - 4,157 - 13 - 1
(1)There are no disclosures for XPT Group LLC and Lilley Plummer Holdings
Limited ("LPH") in the current period as the income derived from these
investee companies either did not exceed the 10% threshold prescribed by IFRS
8, or in the case of LPH had been sold during the 12 months to 31st January
2025. There is also no disclosure shown for Stewart Specialty Risk
Underwriting Limited in the prior period as the income derived from this
investee company did not exceed the 10% threshold prescribed by IFRS 8 in that
period.
Geographic segment 1: Geographic segment 2: Group
UK Non-UK
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July 6 months to 31(st) July
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Property, plant and equipment 41 23 38 36 79 59
Right-of-use asset 133 167 127 258 260 425
Investments - equity portfolio 139,310 60,308 132,140 93,138 271,450 153,446
Loans and receivables 13,604 15,739 9,173 5,278 22,777 21,017
153,088 76,237 141,478 98,710 294,566 174,947
Current assets
Trade and other receivables 13,967 7,047 2,022 880 15,989 7,927
Cash and cash equivalents 52,584 80,233 - - 52,584 80,233
66,551 87,280 2,022 880 68,573 88,160
Total assets 219,639 163,517 143,500 99,590 363,139 263,107
Non-current liabilities
Lease liabilities (60) (124) (57) (191) (117) (315)
Deferred tax liabilities - - (12,339) (9,081) (12,339) (9,081)
(60) (124) (12,396) (9,272) (12,456) (9,396)
Current liabilities
Trade and other payables (975) (644) (5) (5) (980) (649)
Lease liabilities (101) (74) (97) (115) (198) (189)
(1,076) (718) (102) (120) (1,178) (838)
Total liabilities (1,136) (842) (12,498) (9,392) (13,634) (10,234)
Net assets £218,503 £162,675 £131,002 £90,198 £349,505 £252,873
Additions to property, plant and equipment
6 2 6 3 12 5
Depreciation and amortisation of property, plant and equipment
(50) (36) (48) (57) (98) (93)
Net (provision) / release of provision against investments and loans
- (16) - - - (16)
Cash flow arising from:
Operating activities (11,008) 42,525 (2,594) (1,055) (13,602) 41,470
Investing activities (12) 74 - - (12) 74
Financing activities (7,939) (1,746) - - (7,939) (1,746)
Change in cash and cash equivalents
(18,959) 40,853 (2,594) (1,055) (21,553) 39,798
Geographic segment 1: Geographic segment 2: Group
UK Non-UK
Audited Audited Audited
31(st) January 31(st) January 31(st) January
2025 2025 2025
£'000 £'000 £'000
Operating income 82,855 32,384 115,239
Operating expenses (7,826) (5,846) (13,672)
Segment operating profit 75,029 26,538 101,567
Financial income 1,822 1,362 3,184
Financial expenses (79) (58) (137)
Exchange movements (18) 97 79
Profit before tax 76,754 27,939 104,693
Income taxes - (5,194) (5,194)
Profit for the year £76,754 £22,745 £99,499
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 income attributable to the investee company % of total realised and unrealised operating income Reportable geographic segment
(£'000)
Audited Audited Audited
31(st) January 31(st) January 31(st) January
2025 2025 2025
Investee Company
Pantheon Specialty Group Limited 56,224 49 1
XPT Group LLC 16,135 14 2
ATC Insurance Solutions PTY Limited 12,984 11 2
Geographic segment 1: Geographic segment 2: Group
UK Non-UK
Audited Audited Audited
31(st) January 31(st) January 31(st) January
2025 2025 2025
£'000 £'000 £'000
Non-current assets
Property, plant and equipment 41 43 84
Right-of-use asset 166 176 342
Investments - equity portfolio 108,835 115,260 224,095
Loans and receivables 13,239 9,384 22,623
122,281 124,863 247,144
Current assets
Trade and other receivables 17,294 2,309 19,603
Cash and cash equivalents 74,137 - 74,137
91,431 2,309 93,740
Total assets 213,712 127,172 340,884
Non-current liabilities
Lease liabilities (106) (112) (218)
Deferred tax liabilities - (11,847) (11,847)
(106) (11,959) (12,065)
Current liabilities
Trade and other payables (2,210) (5) (2,215)
Lease liabilities (94) (100) (194)
(2,304) (105) (2,409)
Total liabilities (2,410) (12,064) (14,474)
Net assets £211,302 £115,108 £326,410
Additions to property, plant and equipment
26 28 54
Depreciation and amortisation of property, plant and equipment
(97) (103) (200)
Net provision against investments and loans
(36) - (36)
Cash flow arising from:
Operating activities 49,488 (16,001) 33,487
Investing activities 25 - 25
Financing activities 190 - 190
Change in cash and cash equivalents
49,703 (16,001) 33,702
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 2025 and 2024 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 2025 31(st) July 2024 31(st) January 2025
% % %
UK 8 23 6
Non-UK 92 77 94
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 2025 31(st) July 2024 31(st) January 2025
£'000 £'000 £'000
Earnings
Earnings for the purposes of basic and diluted earnings per share being total 31,552 26,620 99,499
comprehensive income attributable to equity shareholders
Earnings per share - basic
85.7p 72.0p 269.5p
Earnings per share - diluted 81.4p 68.4p 256.2p
Number of shares Number Number Number
Weighted average number of ordinary shares for the purposes of basic earnings
per share
36,828,238 36,972,204 36,919,364
1,921,259 1,918,759
Number of dilutive shares under option 1,918,759
Weighted average number of ordinary shares for the purposes of dilutive
earnings per share
38,749,497 38,890,963 38,838,123
Unaudited Unaudited Audited
31(st) July 2025 31(st) July 2024 31(st) January 2025
£'000 £'000 £'000
Net Asset Value
Basic Net Asset Value
Net Asset Value attributable to equity shareholders 349,505 252,873 326,410
Adjustment to Net Asset Value(1) 1,476 2,255 1,476
Adjusted Net Asset Value for the purposes of basic Net Asset Value per share 327,886
being total Net Asset Value attributable to equity shareholders
350,981 255,128
Diluted Net Asset Value
Net Asset Value attributable to equity shareholders 349,505 252,873 326,410
Adjustment to Net Asset Value(2) 1,980 2,949 1,980
Adjusted Net Asset Value for the purposes of diluted Net Asset Value per share 351,485 255,822 328,390
being total Net Asset Value attributable to equity shareholders
Net Asset Value per share - basic 956.1p 690.8p
890.0p
Net Asset Value per share - diluted 909.8p 658.5p 847.3p
Number of shares Number Number Number
Number of ordinary shares for the purposes of basic Net Asset Value per share 36,710,555 36,933,439
36,839,869
1,921,259 1,918,759 1,918,759
Number of dilutive shares under option
Number of ordinary shares for the purposes of dilutive Net Asset Value per 38,631,814 38,852,198
share
38,758,628
(1)Adjustment to Net Asset Value represents the cash receivable by the Group
when the 525,240 (31st July 2024: 802,440 and 31st January 2025: 525,240)
remaining allocated ordinary shares that are held under joint ownership
arrangements within the Employee Benefit Trust, and which were considered
fully dilutive as at 31st July 2025, are sold.
(2)Adjustment to Net Asset Value represents the cash receivable by the Group
when the total remaining 761,499 (31st July 2024: 1,038,699 and 31st January
2025: 761,499) allocated and unallocated ordinary shares that are held under
joint ownership arrangements within the Employee Benefit Trust, are sold.
During the period the Company paid a total of £1,022,887, including
commission, in order to repurchase 145,000 ordinary shares at an average price
of 703 pence per share (6 months to 31st July 2024: the Company paid
£327,120, including commission, in order to repurchase 63,132 ordinary shares
at an average price of 517 pence per share and 12 months to 31st January 2025:
the Company paid £835,267, including commission, to repurchase 156,702
ordinary shares at an average price of 532 pence per share).
Ordinary shares held by the Company in Treasury
Movement of ordinary shares held in Treasury: Unaudited Unaudited Audited
31(st) July 2025 31(st) July 2024 31(st) January 2025
Number Number Number
Opening total ordinary shares held in Treasury 23,872 77,550 77,550
Ordinary shares repurchased into Treasury during the period 145,000 63,132 156,702
Ordinary shares transferred to the B.P. Marsh SIP Trust during the period (15,686) (22,380) (22,380)
Ordinary shares cancelled from Treasury during the period - - (188,000)
Total ordinary shares held in Treasury at period end 153,186 118,302 23,872
The Treasury shares do not have voting or dividend rights and have therefore
been excluded for the purposes of calculating Earnings per share and 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. Prior to 11th June 2024, and
in accordance with its Share Buy-Back Policy announcement on 14th November
2023, the Group's policy was to buy back shares when the share price was below
20% of its published Net Asset Value (for up to a maximum aggregate
consideration of £500,000).
As outlined in the Group's Share Buy-Back Policy announcement on 11th June
2024, its policy has been, 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 £1,000,000) at a price representing a
discount of at least 15% to the most recently announced diluted Net Asset
Value per share and place them into Treasury. On 2nd August 2024 this
threshold was subsequently upwardly revised to a 10% discount to diluted Net
Asset Value per Share.
On 31st October 2024 a further £1,000,000 was added to the Share Buy-Back
programme (increasing the aggregate Share Buy-Back budget to £1,164,733 at
that time) to allow the Company to continue purchasing small parcels of
ordinary shares, where available, in a Net Asset Value accretive way.
On 17th April 2025, the Group announced a new Share Buy-back Programme,
replacing the policy previously announced on 11th June 2024 (and subsequently
updated on 2nd August 2024 and 31st October 2024). The Group has entered into
an irrevocable commitment with Singer Capital Markets to manage the Programme
through a non-discretionary programme, repurchasing the Company's Ordinary
Shares on its behalf, for up to a maximum aggregate consideration of
£2,000,000 (previously £1,000,000), and within certain defined parameters.
Singer Capital Markets will make trading decisions in relation to the buyback
of Ordinary Shares independently of the Company within the programme terms and
therefore have the ability to trade during close periods. Share repurchases
take place in open market transactions and may be made from time to time
depending on market conditions, share price, trading volume and other terms.
The maximum price paid per Ordinary Share is no more than the higher of (a) 5%
(previously 10%) above the average middle market quotations for an Ordinary
Share (as derived from the AIM Appendix to the London Stock Exchange Daily
Official List) for the five business days immediately prior to the day the
purchase is made and (b) the higher of the price of the last independent trade
and the highest current independent purchase bid for Ordinary Shares on the
trading venue where the purchase is carried out. At a General Meeting held on
2nd June 2025, shareholders approved the renewal of the Company's general
authority to purchase a maximum of 10% of the Company's issued ordinary share
capital. Shareholders also authorised the Company to make such purchases
without triggering a mandatory offer obligation on the Brian Marsh Concert
Party, provided that the resultant shareholding of the Brian Marsh Concert
Party does not exceed 42.5% of the ordinary shares in issue (excluding any
held in treasury).
No shares were sold from the Employee Benefit Trust under the Joint Share
Ownership Plan ("JSOP") during the period (6 months to 31st July 2024: 404,448
shares were sold and 12 months to 31st January 2025: 681,648 shares were
sold). As at 31st July 2025 there were 761,499 shares (as at 31st July 2024:
1,038,699 shares and as at 31st January 2025: 761,499 shares) held within the
Employee Benefit Trust, of which 236,259 shares were unallocated. The Employee
Benefit Trust remains the owner of these unallocated shares which have no
dividend or voting rights.
Provided that all shares are eventually sold from the Employee Benefit Trust
for at least 284.5 pence per share on average, the Group would be entitled to
receive £4,106,259 in total (based upon the total 1,461,302 shares originally
issued to the Employee Benefit Trust at 281 pence per share).
No amounts were received during the period in respect of the £4,106,259
receivable by the Group (6 months to 31st July 2024: £1,157,000 was received
and 12 months to 31st January 2025: £2,126,259 was received). As at 31st July
2025 the balance due to the Group was £1,980,000 (as at 31st July 2024:
balance due was £2,949,259 and as at 31st January 2025: balance due was
£1,980,000). As such, provided that the remaining shares are eventually sold
from the Employee Benefit Trust for at least 260.0p per share on average, the
Group will receive this balance in full.
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 includes the 525,240 remaining allocated ordinary shares held within the
Employee Benefit Trust as these were considered fully dilutive as at 31st July
2025 due to the dividend and voting rights attached to them. The Group net
asset value also includes an adjustment representing the economic right the
Group has to the first 281 pence per share (£1,475,924) on the 525,240
allocated ordinary shares held within the Employee Benefit Trust as when the
joint share ownership arrangements are eventually exercised, this would also
increase the Group's net asset value by £1,475,924.
236,259 unallocated shares currently held within the Employee Benefit Trust
have been excluded for the purposes of calculating the basic earnings per
share, net asset value and net asset value per share 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 on the 236,259
unallocated shares issued to the Employee Benefit Trust for the same reasons.
On this basis the current undiluted net asset value per share is 956.1 pence
for the Group. When the joint share ownership arrangements are eventually
exercised in full, 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 a further £504,076 (total of £4,106,259 based upon the
total 1,461,302 shares originally issued to the Employee Benefit Trust at 281
pence per share).
The diluted earnings per share and net asset value per share include the
1,685,000 options over ordinary shares granted as part of the Company's Share
Option Plan ("SOP") as these were dilutive for the Group as at 31st July 2025
based upon the performance conditions attached to the options (Note 10).
The diluted net asset value per share is therefore 909.8 pence.
The diluted weighted average number of ordinary shares at 31st July 2025 has
been calculated by proportioning the 236,259 vested, but unallocated, shares
held under joint share ownership arrangements from the vesting date over the
period.
The decrease to the undiluted weighted average number of ordinary shares
between the 2024 and 2025 interim periods is mainly attributable to the
145,000 ordinary shares repurchased into Treasury during the period, offset by
the 15,686 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.
15,686 ordinary shares (comprising 15,686 ordinary shares transferred from
Treasury to the SIP Trust in April 2025) were allocated to the participating
employees as Free, Matching and Partnership shares under the share incentive
plan arrangement on 14th April 2025 (Note 10).
4. NON-CURRENT INVESTMENTS - EQUITY PORTFOLIO
Group Investments Unaudited
31(st) July 2025
Continuing investments Current Assets - Investments held for sale Total
£'000 £'000 £'000
At valuation
At 1(st) February 224,095 - 224,095
Additions 19,727 - 19,727
Disposals (3,200) - (3,200)
Unrealised gains in this period 30,828 - 30,828
At period end £ 271,450 £ - £ 271,450
At cost
At 1(st) February 77,116 - 77,116
Additions 19,727 - 19,727
Disposals (1,945) - (1,945)
Removal of legacy costs associated with fully impaired investments (7,870) (7,870)
At period end £ 87,028 £ - £ 87,028
Unaudited
31(st) July 2024
Continuing investments Current Assets - Investments held for sale Total
£'000 £'000 £'000
At valuation
At 1(st) February 115,833 49,549 165,382
Additions 9,500 - 9,500
Disposals - (49,549) (49,549)
Unrealised gains in this period 28,113 - 28,113
At period end £ 153,446 £ - £ 153,446
At cost
At 1(st) February 45,923 4 45,927
Additions 9,500 - 9,500
Disposals - (4) (4)
At period end £ 55,423 £ - £ 55,423
Group Investments (continued) Audited
31(st) January 2025
Continuing investments Current Assets - Investments held for sale Total
£'000 £'000 £'000
At valuation
At 1(st) February 2024 115,833 49,549 165,382
Additions 31,501 - 31,501
Disposals (13,446) (49,549) (62,995)
Unrealised gains in this period 90,207 - 90,207
At 31(st) January 2025 £ 224,095 £ - £ 224,095
At cost
At 1(st) February 2024 45,923 4 45,927
Additions 31,501 - 31,501
Disposals (308) (4) (312)
At 31(st) January 2025 £ 77,116 £ - £ 77,116
During the period, the Group reviewed the status of legacy balances associated
with equity portfolio investments that had previously been fully impaired or
liquidated. As a result, an amount of £7,869,798 was derecognised relating to
historical equity costs that no longer existed as the underlying investments
had either been liquidated or were in a prolonged administration process with
no prospect of recovery. This has been presented as a separate line item
within the movement in equity portfolio investments for the period. The
adjustment had no impact on either the Group's consolidated profit for the
period or the net asset value as at 31st July 2025, as the underlying
investments had previously been fully written down. However, the adjustment
has been recognised as a transfer between the Fair Value Reserve and the
Retained Earnings Reserve (Note 7).
The additions relate to the following transactions in the period:
On 23rd April 2025 the Group acquired an 8% equity stake in iO Finance
Partners Topco Limited ("iO Partners"), via a mixture of preferred and
ordinary shares, for consideration of £10,000,000. iO Partners is a
buy-and-build opportunity within the alternative financing market, intending
to bring together a diverse group of alternative finance providers to support
and grow the UK economy and SME market.
On 4th June 2025 the Group acquired a 49% equity stake in Amiga Specialty
Holdings Limited ("Amiga") for a nominal consideration of £49. Amiga is a
start-up entity which is looking to build an international specialty
underwriting agency, with a diverse portfolio of specialty products across key
international markets, both organically and via a targeted M&A strategy.
The Group also provided Amiga with a loan facility of up to £10,000,000, of
which £500,000 had been drawn down as at 31st July 2025, with a remaining
undrawn facility of £9,500,000.
On 16th June 2025 the Group acquired a 27.03% equity stake in Cameron
Specialty HoldCo Limited ("Cameron Specialty") for consideration of
£1,100,000. Cameron Specialty is a London-based underwriting agency
specialising in UK property insurance in the commercial combined and property
owners sectors. The Group also provided Cameron Specialty with a loan facility
of up to £600,000, of which £300,000 had been drawn down as at 31st July
2025, with a remaining undrawn facility of £300,000.
On 24th June 2025 the Group acquired a further 2% equity stake in Pantheon
Specialty Group Limited ("Pantheon") for consideration of £5,500,000, split
equally from its founders Robert Dowman and Michael Lee. The investment
increased the Group's equity holding from 37% as at 31st January 2025 to 39%
at 31st July 2025.
On 8th July 2025 the Group acquired a further 1.44% equity stake in ATC
Insurance Solutions PTY Limited ("ATC") for non-cash consideration of AUD
6,542,481 (£3,126,708) which was facilitated through the Group's disposal of
its entire holding in Sterling Insurance PTY Limited ("Sterling") to ATC as
set out under 'disposals' below. The acquisition of further shares in ATC
increased the Group's equity holding from 25.56% as at 31st January 2025 to
27.00% as at 31st July 2025.
The disposal relates to the following transaction in the period:
On 30th May 2025 the Group completed the disposal of its c.19.7% investment in
Sterling, held via a 49.9% equity holding in Neutral Bay Investments Limited
("Neutral Bay"). Sterling was acquired by ATC, in which the Group is also a
shareholder. Under the terms of the transaction ATC acquired 100% of Sterling
and the Group's consideration for the sale of AUD 6,542,481 (£3,126,708) was
received in shares in ATC. The non-cash proceeds received (facilitated via a
redemption of capital in Neutral Bay, which completed subsequent to the sale
of Sterling on 8th July 2025) represented an overall gain of £1,181,299 above
the net cost of investment and were in line with the Group's carrying value of
Sterling as at 31st January 2025. As outlined under 'additions' above,
following receipt of the consideration, the Group's shareholding in ATC
increased from 25.56% as at 31st January 2025 to 27.00%. In addition, as part
of the redemption and restructuring of share capital within Neutral Bay, the
Group acquired 100% of the equity in Neutral Bay and this company is now fully
consolidated within the Group.
5. CASH AND CASH EQUIVALENTS
Group Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January 2025
2025 2024
£'000 £'000 £'000
Cash and cash equivalents comprise:
Treasury portfolio - current investments 42,716 57,150 51,693
Cash and bank balances 9,868 23,083 22,444
52,584 80,233 74,137
Treasury portfolio - current investments
At valuation
Market value at 1st February 51,693 27,525 27,525
Additions at cost - 44,750 69,730
Disposals (10,000) (16,250) (47,930)
Change in value in the period 1,023 1,125 2,368
Market value at period end £42,716 £57,150 £51,693
Disclosed as:
Cash and cash equivalents 42,716 57,150 51,693
Total £42,716 £57,150 £51,693
Investment fund split:
GAM London Limited 15,105 14,566 17,268
Rathbone Investment Management
Limited 10,201 21,183 12,484
Rothschild & Co Wealth Management UK Limited
17,410 21,401 21,941
Total £42,716 £57,150 £51,693
The treasury portfolio comprises of investment funds managed and valued by the
Group's investment managers, GAM London Limited, Rathbone Investment
Management Limited and Rothschild & Co Wealth Management UK 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. in 2022 and further
funds were invested following the sale of Kentro Capital Limited during the
year ended 31st January 2024 and following the sale of Paladin Holdings
Limited and Lilley Plummer Holdings Limited during the year ended 31st January
2025.
The purpose of the funds is to hold (and grow) the Group's surplus cash until
such time that suitable investment opportunities arise.
As at 31st July 2025 all amounts held in the funds were non-risk interest
bearing deposits (as at 31st July 2024 and 31st January 2025 all amounts held
within the funds were non-risk interest bearing deposits).
The risk bearing fund values can increase, but also have 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.
Investment management costs of £41,771 (6 months to 31st July 2024: £71,491
and 12 months to 31st January 2025: £106,793) were charged to the
Consolidated Statement of Comprehensive Income during the period.
6. REALISED GAINS / (LOSSES) ON DISPOSAL OF EQUITY INVESTMENTS
The realised gains / (losses) on disposal of investments for the period
comprises of a net gain of £463,850 (6 months to 31st July 2024: net gain on
disposal of investments of £1,551,216 and 12 months to 31st January 2025: net
gain on disposal of investments of £17,292,319).
£537,141 of this net gain relates to the revaluation of the Group's deferred
contingent consideration debtor balance held within the Consolidated Statement
of Financial Position in relation to the sale of its investment Paladin
Holdings Limited ("Paladin") in March 2024. The carrying value of the deferred
contingent consideration as at 1st February 2025 was £14,541,000. During the
period the Group received the first tranche of deferred contingent
consideration due in respect of Paladin's 2024 financial year, amounting to
£9,172,141. As at 31st July 2025 the balance (second tranche) of the expected
deferred contingent consideration due in respect of Paladin's 2025 financial
year was revalued at £5,906,000 resulting in the £537,141 gain recognised
within the Consolidated Statement of Financial Position.
The above realised gain has been offset by a realised loss of £(73,291)
relating to the disposal of the Group's entire holding in Sterling Insurance
PTY Limited ("Sterling") for consideration of AUD 6,542,481 (£3,126,708)
compared to the attributable fair value of £3,199,999 at 1st February 2025.
Refer to Note 4 for further details of the disposal.
The disposal of Sterling resulted in a net release of previously unrealised
gains to Retained Earnings from the Fair Value Reserve of £1,254,589 (Note
7).
7. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Share Reverse Capital Capital
Share premium Fair value acquisition redemption contribution Retained
capital account reserve reserve reserve reserve earnings Total
(£'000) (£'000) (£'000) (£'000) (£'000) (£'000) (£'000) (£'000)
At 1(st) February 2025 £3,710 £29,356 £135,132 £393 £44 £72 £157,703 £326,410
Comprehensive income for the period - - 30,337 - - - 1,215 31,552
Net transfers on disposal of investments (Note 4 & Note 6) - - (1,255) 1,255 -
Other transfers (Note 4) - - 7,870 - - - (7,870) -
Dividends paid - - - - - - (7,973) (7,973)
Repurchase of Company shares (Note 3) - - - - - - (1,023) (1,023)
Share based payment arrangements - 3 - - - - 208 211
(Note 10)
Other movements - - - - - - 328 328
At 31(st) July 2025 £3,710 £29,359 £172,084 £393 £44 £72 £143,843 £349,505
8. LOAN AND EQUITY COMMITMENTS
On 26th June 2020 (as amended on 1st June 2023) the Group entered into an
agreement to provide Sage Program Underwriters, Inc. with a loan facility of
USD 300,000. As at 31st July 2025 USD 150,000 had been drawn down, leaving a
remaining undrawn facility of USD 150,000. Any drawdown is subject to
satisfying certain agreed
criteria.
On 28th April 2023 (as amended on 10th September 2024) the Group
entered into an agreement to provide Verve Risk Services Limited with a loan
facility of £1,069,209. As at 31st July 2025 total loans of £744,209 had
been drawn down, leaving a remaining undrawn facility of £325,000. Since 31st
July 2025 a further £150,000 has been drawn down from this facility
increasing total loans outstanding to £894,209, with a remaining undrawn
facility of £175,000 at the date of this report.
On 21st December 2023 the Group entered into an agreement to provide Dempsey
Group Limited with a loan facility of £1,570,000. As at 31st July 2025
£1,300,000 had been drawn down, leaving a remaining undrawn facility of
£270,000.
On 27th March 2024 the Group entered into an agreement to provide Devonshire
UW Topco Limited with a loan facility of £1,600,000. As at 31st July 2025
£1,490,125 had been drawn down, leaving a remaining undrawn facility of
£109,875. Since 31st July 2025 the remaining facility of £110,000 has been
drawn down increasing total loans outstanding to £1,600,125, with no undrawn
facility remaining at the date of this report.
On 11th October 2024 the Group entered into an agreement to provide Volt UW
HoldCo Limited with a loan facility of £2,500,000. As at 31st July 2025
£1,750,000 had been drawn down, leaving a remaining undrawn facility of
£750,000.
On 4th June 2025 the Group entered into an agreement to provide Amiga
Specialty Holdings Limited with a loan facility of up to £10,000,000. As at
31st July 2025 £500,000 had been drawn down, leaving a remaining undrawn
facility of £9,500,000. Since 31st July 2025 a further £250,000 has been
drawn down from this facility increasing total loans outstanding to £750,000,
with a remaining undrawn facility of £9,250,000 at the date of this report.
On 16th June 2025 the Group entered into an agreement to provide Cameron
Specialty Holdco Limited with a loan facility of £600,000. As at 31st July
2025 £300,000 had been drawn down, leaving a remaining undrawn facility of
£300,000.
On 27th June 2025 the Group entered into an agreement to provide Pantheon
Specialty Group Limited ("Pantheon") with a revolving loan facility of
£5,000,000. As at 31st July 2025 £4,500,000 had been drawn down, leaving a
remaining undrawn facility of £500,000. Since 31st July 2025 the Group has
entered into an agreement to provide Pantheon with a further loan facility of
£600,000, of which £450,000 was drawn down on completion (on 29th August
2025), leaving a remaining undrawn facility of £150,000. At the date of this
report total loans outstanding from Pantheon in relation to both facilities
amounted to £4,950,000 with an aggregate remaining undrawn facility of
£650,000.
9. DEFERRED TAX
Group Unaudited Unaudited Audited
31(st) July 31(st) July 31(st) January 2025
2025 2024
£'000 £'000 £'000
At 1st February 11,847 6,687 6,687
Tax movement relating to investment revaluation for the period 492 2,394 5,160
At period end £12,339 £9,081 £11,847
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 unrealised
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 £12,339,000 has been made as at 31st July
2025 (Interim 6 months to 31st July 2024: £9,081,000 and full year to 31st
January 2025: £11,847,000).
The deferred tax provision of £12,339,000 as at 31st July 2025 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 31st July 2025, 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 10%.
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.
10. SHARE BASED PAYMENT ARRANGEMENTS
Joint Share Ownership Plan
During the year to 31st January 2019, B.P. Marsh & Partners Plc entered
into joint share ownership agreements ("JSOAs") with certain employees and
directors.
On 12th 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 12th June 2018. Following the
acquisition of the Trustee by JTC Plc on 10th 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 7 currently
participating employees (including former 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.
On 12th 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. Alternatively, 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.
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 31st January 2022.
During the year to 31st January 2023, 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 31st January 2024 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 and they do not have dividend and voting rights
attached.
On 26th October 2023 following the removal of a dividend waiver and block on
voting rights on the 1,206,888 allocated ordinary shares held by the Employee
Benefit Trust, these ordinary shares became eligible for dividend and voting
rights and therefore became fully dilutive for the Group.
Provided that all shares are eventually sold from the Employee Benefit Trust
for at least 284.5 pence per share on average, the Group would be entitled to
receive £4,106,259 in total (based upon the total 1,461,302 shares originally
issued to the Employee Benefit Trust at 281 pence per share).
No shares were sold from the Employee Benefit Trust during the period (6
months to 31st July 2024: 404,448 shares were sold and 12 months to 31st
January 2025: 681,648 shares were sold).
As at 31st July 2025 there were 761,499 shares (as at 31st July 2024:
1,038,699 shares and as at 31st January 2025: 761,499 shares) held within the
Employee Benefit Trust, of which 236,259 shares were unallocated. The Employee
Benefit Trust remains the owner of these unallocated shares which have no
dividend or voting rights.
No amounts were received during the period in respect of the £4,106,259
receivable by the Group (6 months to 31st July 2024: £1,157,000 was received
and 12 months to 31st January 2025: £2,126,259 was received). As at 31st July
2025 the balance due to the Group was £1,980,000 (as at 31st July 2024:
balance due was £2,949,259 and as at 31st January 2025: balance due was
£1,980,000). As such, provided that the remaining shares are eventually sold
from the Employee Benefit Trust for at least 260.0p per share on average, the
Group will receive this balance in full.
Share Incentive Plan
During the year to 31st January 2017 the Group established an HMRC approved
Share Incentive Plan ("SIP").
During the period a total of 15,686 ordinary shares in the Company, which were
held in Treasury as at 31st January 2025 (6 months to 31st July 2024 and also
12 months to 31st January 2025, 22,380 ordinary shares in the Company, which
were held in Treasury as at 31st January 2024), were transferred to the B.P.
Marsh SIP Trust ("SIP Trust"). As a result, a total of 15,686 ordinary shares
in the Company were available for allocation to the participants of the SIP (6
months to 31st July 2024 and also 12 months to 31st January 2025: 22,380
ordinary shares were available for allocation).
On 14th April 2025, a total of 11 eligible employees (including 3 executive
directors of the Company) applied for the 25-26 SIP and were each granted 571
ordinary shares ("25-26 Free Shares"), representing approximately £3,600 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 £1,800 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 £3,600 worth of shares. All 11 eligible employees (including
3 executive directors of the Company) took up the offer and acquired the full
£1,800 worth of Partnership Shares (285 ordinary shares) and were therefore
awarded 570 Matching Shares.
The 25-26 Free and Matching Shares are subject to a 1 year forfeiture period.
A total of 15,686 (6 months to 31st July 2024 and also 12 months to 31st
January 2025: 22,380) Free, Matching and Partnership Shares were granted to
the 11 (6 months to 31st July 2024 and also 12 months to 31st January 2025:
12) eligible employees during the period, including 4,278 (6 months to 31st
July 2024 and also 12 months to 31st January 2025: 5,595) granted to 3 (6
months to 31st July 2024 and also 12 months to 31st January 2025: 3) executive
directors of the Company.
No ordinary shares were withdrawn from the SIP Trust during the period (6
months to 31st July 2024: 20,102 ordinary shares were withdrawn and 12 months
to 31st January 2025: 86,150 ordinary shares were withdrawn).
As at 31st July 2025, and after adjusting for a total of 106,101 ordinary
shares withdrawn from the SIP Trust by employees on departure and 11,318
ordinary shares forfeited on departure (since inception), a total of 244,223
Free, Matching and Partnership Shares had been granted to 11 currently
eligible employees under the SIP, including 106,065 granted to 3 executive
directors of the Company.
£39,566 of the IFRS 2 charges (6 months to 31st July 2024: £42,772 and 12
months to 31st January 2025: £85,780) associated with the award of the SIP
shares to the 11 (6 months to 31st July 2023 and also 12 months to 31st
January 2024: 12) 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.
Share Option Plan
On 6th September 2023 the Group established a new employee Share Option Plan
("SOP").
On 17th October 2023 Share Options ("Options") over 1,682,500 ordinary shares
of 10p each in the Company, in aggregate, were granted to 12 employees,
including 3 executive directors of the Company.
The total number of Options available for allocation amounted to 1,685,970,
which represented 4.5% of the Company's total ordinary shares in issue at the
time the SOP was adopted.
During the period, and as announced on 27th March 2025, 490,000 Options were
granted following the lapse of 490,000 Options previously granted in October
2023 due to departing employees, 200,000 of which had previously been granted
to a former executive director (as announced on 15th November 2023). These
Options were reallocated to the 11 currently eligible employees under the
scheme, including 3 executive directors of the Company.
Following the reallocation, the total number of Options granted to the 11
eligible employees, including 3 executive directors of the Company, amounted
to 1,685,000. 970 Options remained unallocated as at 31st July 2025.
Each of the Options will vest, on a ratchet basis, subject to certain Net
Asset Value growth targets being achieved for the three consecutive financial
years ending 31st January 2024, 31st January 2025 and 31st January 2026
("Performance Period"). The first exercise date is 6th September 2026 whereby
50% of vested Options will be exercisable at 10p per share, with the remaining
50% exercisable at 10p per share from 6th September 2027.
The number of Options which vest will vary depending on the level of Net Asset
Value growth achieved, subject to the growth performance criteria as set out
below, alongside the percentage of Options that will vest at each value:
Compounded annual growth of Net Asset Value over the Performance Period % vesting of Options
Less than 8.5% 0%
Between 8.5% and less than 9.25% 25%
Between 9.25% and less than 10% 50%
10% or above 100%
For these purposes, Net Asset Value is defined as "audited Total Assets less
Total Liabilities for the consolidated Group plus any dividends or other form
of shareholder return that are paid in the relevant Financial Year".
Therefore, for all Options to vest, the Net Asset Value (as defined above)
would need to exceed £252.2m, adjusted for any shareholder distributions.
The details of the arrangements are described in the following table:
Nature of the arrangement Share options
Form of option Asian options
Type of option Nominal-cost option
Date of grant 17th October 2023
Number of instruments granted 1,685,000
Exercise price (pence) 10.00
Share price (market value) at grant (pence) 354.22
Vesting period (years) 3 years
Vesting conditions The recipient must remain an employee throughout the vesting period. The
awards vest after 3 years or earlier resulting from either:
a) a change of control resulting from a person, or another company,
obtaining control of the Company either (i) as a result of a making a General
Offer; (ii) pursuant to a court sanctioned Compromise or Scheme of
Arrangement; or (iii) in consequence of a Compulsory Acquisition; or
b) a person or another company becoming bound or entitled to acquire
shares in the Company pursuant to sections 974 to 991 of the Companies Act
2006; or
c) a winding up.
In such circumstances, an Option may be exercised at any time during the
period of six months following the date of the event. Any Option not exercised
within this period shall lapse immediately upon the expiry of the six-month
period.
If a Participant ceases to be a Group Employee before the Vesting Date by
reason of being a Good Leaver, the Pro-rated Portion of their Option shall be
capable of vesting on the Cessation Date.
If a Participant ceases to be a Group Employee by reason of being a Good
Leaver after the Vesting Date but before the Exercise Date the Participant
shall be entitled to exercise the vested Shares of such a vested Option at any
time after the Exercise Date.
Performance period The three consecutive financial years beginning 1st February 2023 (i.e. the
three periods ending on 31st January 2026)
Net Asset Value at which Options vest 10% compound annual growth over the Performance Period, or a Net Asset Value
threshold of £252.2m, adjusted for any shareholder distributions, with the
percentage of Options vesting as follows:
Compound Annual Growth achieved:
Less than 8.5%: 0% vest
Between 8.5% and less than 9.25%: 25% vest
Between 9.25% and less than 10%: 50% vest
10% or above: 100% vest
Exercise period 50% of the vested options may be exercised immediately after the end of the
Performance Period or 6th September 2026 (whichever is the latter) with the
remaining 50% being capable of exercise after 6th September 2027
Expected volatility 19% annual volatility
Risk free rate 5%
Expected annual dividends (pence) 2.78
Settlement Cash settled on sale of shares
% expected to vest (based upon leavers) 80%
Number expected to vest 1,348,000
Valuation model Monte Carlo techniques using the assumptions of Geometric Brownian Motion
Fair value per granted instrument (pence) 75.24
Charge for period ended 31st July 2025 £152,102
£152,102 of the IFRS 2 charges (6 months to 31st July 2024: £152,126 and 12
months to 31st January 2025: £305,924) associated with the grant of the SOP
options to 11 (6 months to 31st July 2024 and 12 months to 31st January 2025:
12) eligible directors and employees of the Company has been recognised in the
Statement of Comprehensive Income as employment expenses.
-Ends-
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