REG - B.P. Marsh &Partners - Share BuyBack, Notice of GM and Rule 9 Waiver
Mon 12:30
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RNS Number : 2973I B.P. Marsh & Partners PLC 12 May 2025
12 May 2025
B.P. Marsh & Partners Plc
("B.P. Marsh", the "Company" or the "Group")
Notice of General Meeting, Proposed Share Purchase Authority and Rule 9 Waiver
B.P. Marsh (AIM: BPM), the specialist investor in early-stage financial
services businesses, announces today that it has posted to shareholders a
shareholder circular (the "Circular") and Notice of General Meeting ("General
Meeting"). Copies of both are available on the Company's website at
www.bpmarsh.co.uk (http://www.bpmarsh.co.uk) or by request. They are also
available on request from the Company at its registered office.
The General Meeting will be held in person at 10.00 a.m. on 2 June 2025 at 1
Cornhill, London EC3V 3ND.
Proposed Share Purchase Authority and Rule 9 Waiver
The Company has historically sought and received approval from its
Shareholders to make market purchases of its own Ordinary Shares, the most
recent authority being granted at the Company's Annual General Meeting on 23
July 2024 (the "Current Share Purchase Authority"). This permitted the Company
to launch a share buyback programme on 17 April 2025 to make market purchases
of Ordinary Shares in order to return capital to its Shareholders (the
"Current Share Buyback Programme").
The Company is proposing, in advance of its annual general meeting to be held
in 2025 (the "2025 AGM"), to renew its general authority to purchase Ordinary
Shares in the market by proposing a special resolution to approve the Future
Share Purchase Authority at the General Meeting. If approved, the Future Share
Purchase Resolution will grant the Board a general authority for the Company
to purchase up to 3,710,000 Ordinary Shares in the market, representing a
maximum of 10 per cent. of the Company's issued ordinary share capital. The
Future Share Purchase Authority would last until the earlier of (i) 31 July
2026 or (ii) the conclusion of the Company's annual general meeting to be held
in 2026 (the "2026 AGM").
In order to enable the Company to make market purchases of Ordinary Shares
without triggering a mandatory offer obligation for the Brian Marsh Concert
Party (or any member thereof), the Company has consulted with the Takeover
Panel. The Takeover Panel has agreed, subject to the passing of the Waiver
Resolution by the Independent Shareholders on a poll at the General Meeting,
to waive the requirement for the Brian Marsh Concert Party (or any member
thereof) to make a mandatory offer to all Shareholders under Rule 9 of the
Takeover Code in circumstances where, following any buy backs under the Future
Share Purchase Authority (if passed), the aggregate percentage holding of the
Brian Marsh Concert Party increases, provided that the resultant shareholding
of the Brian Marsh Concert Party does not exceed 42.5 per cent. of the
Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) (the
"Panel Waiver").
The purpose of the Circular is to provide information on the background to and
reasons for the proposals and to explain why the Independent Directors
consider such proposals to be in the best interests of the Company and the
Shareholders as a whole and why the Independent Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed at the
General Meeting.
The Independent Directors believe that, in managing the Company's capital
resources, it is in the best interests of the Company and its Shareholders to
continue having the maximum flexibility to purchase Ordinary Shares, including
under a Share Buyback Programme, should the situation arise.
The Independent Directors believe it is in the best interests of the Company
that the Resolutions be passed and hereby recommend that Independent
Shareholders vote, or procure the vote, in favour of the Resolutions. Panmure
Liberum, as the Company's independent financial adviser, has provided formal
advice to the Independent Directors that it considers the terms of these
proposals to be fair and reasonable and in the best interests of Shareholders
and the Company as a whole. In providing this advice, Panmure Liberum has
taken into account the Independent Directors' commercial assessments. In
accordance with the requirements of the Takeover Code, members of the Brian
Marsh Concert Party are not permitted to vote on the Waiver Resolution in
respect of their aggregate holding of 14,184,819 Ordinary Shares.
Capitalised terms used but not defined in this announcement have the meanings
given to them in the definitions set out in the Circular. Certain extracts
from the Circular are set out below.
- Ends -
For further information, 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 7886 2500
Panmure Liberum Limited
Atholl Tweedie / Amrit Mahbubani / Ailsa MacMaster
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
Notes to Editors:
B.P. Marsh's current portfolio contains seventeen companies. More detailed
descriptions of the portfolio can be found at www.bpmarsh.co.uk
(http://www.bpmarsh.co.uk/) .
Since formation over 30 years ago, the Company has assembled a management team
with considerable experience both in the financial services sector and in
managing private equity investments. Many of the directors have worked with
each other in previous roles, and all have worked with each other for over ten
years.
Extracts from the Circular
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's current
expectations and may be subject to change. Any change will be notified via a
Regulatory Information Service. References to times are to London times,
unless otherwise stated.
Publication of the Circular 12 May 2025
Latest time and date for receipt from Shareholders of proxy voting 10.00 a.m. on 29 May 2025
instructions
General Meeting 10.00 a.m. on 2 June 2025
Completion of the Share Buyback Programme By the earlier of (i) 31 July 2026 or (ii) the conclusion of the 2026 AGM.
1. Introduction and background
At its 2024 AGM, the Company obtained approval of its Current Share Purchase
Authority to permit it to purchase up to 3,723,283 Ordinary Shares
representing 10 per cent. of the Company's issued ordinary share capital at
the time. On 17 April 2025, the Company announced the commencement of the
Current Share Buyback Programme to make market purchases of Ordinary Shares in
order to return capital to its Shareholders. The Company is proposing to renew
its general authority to purchase Ordinary Shares in the market and
Shareholders are therefore being requested to consider and, if thought fit,
approve the Future Share Purchase Authority at the General Meeting. Approval
of the Future Share Purchase Resolution by Shareholders at the General Meeting
will renew the Company's authority to purchase up to 3,710,000 Ordinary Shares
in the market, representing a maximum of 10 per cent. of the Company's
existing issued ordinary share capital.
The Company is subject to the Takeover Code. The effect of the Company
purchasing Ordinary Shares is that Shareholders who do not sell their Ordinary
Shares may have their percentage interest in the Company's issued voting share
capital increase slightly. In the case of the Brian Marsh Concert Party, the
effect of this increase in percentage interest would be that the Brian Marsh
Concert Party would ordinarily be required to make an offer for all of the
Ordinary Shares in the Company that it does not currently own, pursuant to
Rule 9 of the Takeover Code. The approval of the Waiver Resolution by
Independent Shareholders at the General Meeting would remove this requirement
should it arise due to market purchases by the Company of Ordinary Shares,
provided that the resultant shareholding of the Brian Marsh Concert Party does
not exceed 42.5 per cent. of the Ordinary Shares in issue (excluding any
Ordinary Shares held in treasury).
The purpose of the Circular is to provide information on the background to and
reasons for the proposals set out in the Circular, to explain why the
Independent Directors consider such proposals to be in the best interests of
the Company and the Shareholders as a whole and why the Independent Directors
unanimously recommend that Shareholders vote in favour of the Resolutions to
be proposed at the General Meeting.
The Circular also contains notice of the Company's General Meeting, at which
the Resolutions referred to above will be proposed.
The General Meeting is to be held at 10.00 a.m. on 2 June 2025 at 1 Cornhill,
London, EC3V 3ND. Further details are set out in the Circular.
2. Future Share Purchase Authority and Share Buyback Programme
The authority for the Company to carry out market purchases of its own shares
was granted under the Current Share Purchase Authority which expires on the
conclusion of the 2025 AGM, unless previously renewed. At the General Meeting,
the Company is intending to renew the authority to carry out market purchases
of its own shares in advance of the 2025 AGM by proposing a special resolution
to approve the Future Share Purchase Authority.
If approved, the Future Share Purchase Authority will grant the Board a
general authority for the Company to purchase up to 3,710,000 Ordinary Shares
in the market, representing a maximum of 10 per cent. of the Company's issued
ordinary share capital. The Future Share Purchase Authority would last until
the earlier of (i) 31 July 2026 or (ii) the conclusion of the 2026 AGM. This
same authority has been sought by the Company for at least the last 9 years.
Under the Future Share Purchase Authority, the maximum price (exclusive of
expenses) to be paid by the Company on any purchase of an Ordinary Share will
not be greater than the higher of (a) 5 per cent. above the average middle
market quotation of an Ordinary Share at the close of business on the five
business days immediately preceding the date of the purchase (as per the Daily
Official List of the London Stock Exchange) and (b) an amount equal to the
higher of (i) the price of the last independent trade of an Ordinary Share on
the trading venue where the purchase is carried out and (ii) the highest
current independent bid for an Ordinary Share on such trading venue. The
minimum price (exclusive of expenses) to be paid on any purchase of an
Ordinary Share will be 10 pence (being the nominal value of an Ordinary
Share).
On 17 April 2025, the Company launched the Current Share Buyback Programme for
the purposes of making market purchases of Ordinary Shares. The parameters
under the Current Share Buyback Programme in respect of the number of Ordinary
Shares that may be purchased and the maximum or minimum price which may be
paid for such Ordinary Shares are the same as those set under the Future Share
Purchase Authority (if passed).
The Independent Directors believe that, in managing the Company's capital
resources, it is in the best interests of the Company and its Shareholders to
continue having the maximum flexibility to purchase Ordinary Shares, including
under a Share Buyback Programme, should the situation arise.
The Board will only exercise its authority under the Future Share Purchase
Authority (if passed) if it considers that the effect of such purchase would
be to increase earnings and/or net assets per Ordinary Share and that such
exercise would be in the best interests of Shareholders generally. In
addition, the Board will only exercise the authority if it is satisfied that
the Company has, at the time such purchase is contemplated, sufficient cash
resources for current working capital purposes and distributable reserves and
there will be no requirements for financing from third parties for this
purpose.
As at the Latest Practicable Date, the Company had 37,100,000 Ordinary Shares
in issue, of which 23,872 Ordinary Shares are held in treasury. Except for the
23,872 Ordinary Shares held in treasury, each Ordinary Share is a Voting
Share.
It is the Company's intention ultimately to cancel the majority of the
Ordinary Shares it may purchase pursuant to a Share Buyback Programme.
However, in order to respond properly to the Company's capital requirements
and the prevailing market conditions, the Board will need to assess at the
time of any and each actual purchase whether to hold such Ordinary Shares in
treasury (in which case, the Company may use such shares to satisfy share
awards and/or options granted to its employees) or to cancel them, provided it
is permitted to do so.
The Company will be under no obligation to purchase the maximum number of
Ordinary Shares that the Future Share Purchase Authority (if passed) allows
and will consider the best course of action for the Company in light of the
prevailing share price and investment opportunities at the relevant time.
3. The Takeover Code
As set out in paragraph 1 of Part I of the Circular, the effect of the Company
purchasing Ordinary Shares under the Future Share Purchase Authority (if
passed) gives rise to certain considerations under the Takeover Code.
The Takeover Code is issued and administered by the Takeover Panel. The
Takeover Code applies to all takeover and merger transactions, however
effected, where the offeree company is, among other things, a listed or
unlisted public company resident in the United Kingdom, the Channel Islands or
the Isle of Man (and to certain categories of private limited companies). The
Takeover Code applies to the Company. The Company is a public company
registered in the United Kingdom with its Ordinary Shares admitted to trading
on AIM and its Shareholders are therefore entitled to the protections afforded
by the Takeover Code.
Information on the Brian Marsh Concert Party
The Company has agreed with the Panel that the following persons are in the
Brian Marsh Concert Party: Brian Marsh, the Marsh Charitable Trust, Brian
Marsh Enterprises Limited, B.P. Marsh Management Limited, and Antonia Marsh.
The personal shareholdings of each member of the Brian Marsh Concert Party as
at the Latest Practicable Date is shown in the table below.
As at the Latest Practicable Date, the Brian Marsh Concert Party is considered
to be interested in Ordinary Shares equating to an aggregate of 38.2 per cent.
of the issued share capital of the Company and 38.3 per cent. of the Voting
Share Capital of the Company. As at the Latest Practicable Date, no other
persons whom Brian Marsh is deemed to be acting in concert with, including
those persons and entities referred to above, had any interest in Ordinary
Shares.
Current interests of the Brian Marsh Concert Party
Brian Marsh Concert Party member Number of Ordinary Shares Total Ordinary Shares as at the Latest Practicable Date (%) Total Voting Share Capital as at the Latest Practicable Date (%)
Brian Peter Marsh 14,184,419 38.2 38.3
Marsh Charitable Trust nil nil nil
Brian Marsh Enterprises Limited nil nil nil
B.P. Marsh Management Limited nil nil nil
Antonia Christina Marsh 400 0.0 0.0
Total 14,184,819 38.2 38.3
Further information on the Brian Marsh Concert Party and the nature of the
relationships between them is set out below:
· Brian Peter Marsh founded the Company. Brian started his career in
insurance broking and underwriting in Lloyd's and the London and overseas
market over 60 years ago and was, from 1979 to 1990, chairman of Nelson Hurst
& Marsh (Holdings) Ltd, before founding the Company. Brian has over 40
years' experience in building, buying and selling financial services
businesses particularly in the insurance sector. Brian is a member of the
Company's Remuneration, Investment, Valuation, and Nomination Committees.
· The Marsh Charitable Trust (the "MCT"), previously known as the Marsh
Christian Trust, is a charitable trust founded by Brian Marsh and of which
Brian Marsh is chairman of the board of trustees. The MCT's charitable grants
are financed by income derived from its investment portfolio and it does not
accept any public donations. Brian Marsh has from time to time made gifts of
Ordinary Shares to the MCT from his direct personal shareholding. Those
Ordinary Shares have then been subsequently sold by the MCT to raise funds for
the MCT's grants programme. The MCT no longer holds any interest in the
Company.
· B.P. Marsh Management Limited ("BPMML") is a company incorporated in
England and Wales, of which Brian Marsh is the sole director and the sole
shareholder. The principal activity of BPMML is that of making and managing
investments. BPMML does not hold any Ordinary Shares.
· Brian Marsh Enterprises Limited ("BMEL") is a company incorporated in
England and Wales, of which Brian Marsh is a director and the sole
shareholder. The principal activity of BMEL is that of making and managing
investments and loans. BMEL does not hold any Ordinary Shares.
· Antonia Marsh is the adult daughter of Brian Marsh. She has never had
a role in the business and has no ongoing connection to the Company. She holds
400 Ordinary Shares, representing approximately 0.001% of the Voting Share
Capital.
Other than as disclosed above, there are no further relationships (personal,
financial and commercial), arrangements and understandings between any members
of the Brian Marsh Concert Party or the directors of the Company.
Application of the Takeover Code
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares (as defined in the Takeover
Code) which, when taken together with shares in which that person or any
person acting in concert with that person is interested, carry 30 per cent. or
more of the voting rights of a company which is subject to the Takeover Code
is normally required to make an offer to all the remaining shareholders to
acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person and acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
An offer under Rule 9 of the Takeover Code must be in cash at the highest
price paid by the person required to make the offer, or any person acting in
concert with such person, for any interest in shares of the company in the
preceding 12 months. The Company has agreed with the Takeover Panel that the
Brian Marsh Concert Party are acting in concert in relation to the Company.
The details of the members of the Brian Marsh Concert Party are set out above
in the paragraph headed 'Current interests of the Brian Marsh Concert Party'.
Assuming the maximum number of Ordinary Shares are purchased and cancelled by
the Company pursuant to the Future Share Purchase Authority (if passed) and no
Ordinary Shares are sold by the Brian Marsh Concert Party, the Brian Marsh
Concert Party would be considered to be interested in 14,184,419 Ordinary
Shares carrying 42.5 per cent. of the Voting Share Capital.
If the maximum number of Ordinary Shares are purchased and cancelled by the
Company pursuant to the Future Share Purchase Authority (if passed), the Brian
Marsh Concert Party will be interested in Ordinary Shares carrying more than
30 per cent. of the Voting Share Capital but would not hold Ordinary Shares
carrying more than 50 per cent. of the Voting Share Capital. For as long as
members of the Brian Marsh Concert Party continue to be acting in concert, any
increase in their aggregate interests in Ordinary Shares will be subject to
Rule 9 of the Takeover Code.
Accordingly, pursuant to Rule 9 of the Takeover Code, if the Board were to
approve the purchase by the Company of Ordinary Shares under the Future Share
Purchase Authority (if passed), resulting in an increase to the percentage of
the voting rights in which the Brian Marsh Concert Party is considered to be
interested, the Brian Marsh Concert Party (or a member thereof) may be
required to make a general cash offer to all other Shareholders to acquire
their Ordinary Shares, unless such obligation has been waived by the Takeover
Panel.
Rule 37 of the Takeover Code specifically refers to situations where a company
purchases its own voting shares, noting that any resulting increase in the
percentage of shares carrying voting rights in which a person, or group of
persons acting in concert, is interested will be treated as an acquisition for
the purposes of Rule 9 of the Takeover Code, but that the Takeover Panel will
normally waive any such resulting obligation to make a general offer if the
independent shareholders approve the same on a poll at a general meeting of
the independent shareholders.
Panel Waiver
In order to enable the Company to make market purchases of Ordinary Shares
without triggering a mandatory offer obligation for the Brian Marsh Concert
Party (or any member thereof), the Company has consulted with the Takeover
Panel. The Takeover Panel has agreed, subject to the passing of the Waiver
Resolution by the Independent Shareholders on a poll at the General Meeting,
to waive the requirement for the Brian Marsh Concert Party (or any member
thereof) to make a mandatory offer to all Shareholders under Rule 9 of the
Takeover Code in circumstances where, following any buybacks under the Future
Share Purchase Authority (if passed), the aggregate percentage holding of the
Brian Marsh Concert Party increases, provided that the resultant shareholding
of the Brian Marsh Concert Party does not exceed 42.5 per cent. of the
Ordinary Shares in issue (excluding any Ordinary Shares held in treasury).
The duration of the Panel Waiver covers the term of the Future Share Purchase
Authority (if passed) and will therefore expire on the earlier of (i) 31 July
2026 or (ii) the conclusion of the 2026 AGM. Accordingly, should the
Independent Shareholders approve the Waiver Resolution, they will be waiving
the requirement for the Brian Marsh Concert Party to make a mandatory offer
under Rule 9 of the Takeover Code as a result of the Company purchasing
Ordinary Shares under the Future Share Purchase Authority (if passed),
provided that the resultant shareholding of the Brian Marsh Concert Party does
not exceed 42.5 per cent. of the Ordinary Shares in issue (excluding any
Ordinary Shares held in treasury).
The shareholdings of each member of the Brian Marsh Concert Party assuming
that the Company acquires the maximum number of Ordinary Shares under the
Future Share Purchase Authority (if passed) are set out below:
Possible interests of the Brian Marsh Concert Party following a buyback of
Ordinary Shares
Brian Marsh Concert Party member Number of Ordinary Shares(1) Total Voting Share Capital following maximum buyback and cancellation under
the Future Share Purchase Authority (if passed) (%)(2)
Brian Peter Marsh OBE 14,184,419 42.5
Marsh Charitable Trust nil nil
Brian Marsh Enterprises Limited nil nil
B.P. Marsh Management Limited nil nil
Antonia Christina Marsh 400 0.0
Total 14,184,819 42.5
Notes:
1 Assumes that no member of the Brian Marsh Concert
Party sells any of the Ordinary Shares held by them in a Share Buyback
Programme or otherwise disposes of any interest in Ordinary Shares.
2 Assumes the Company purchases the maximum amount
of Ordinary Shares it is permitted to purchase under the Future Share Purchase
Authority (if passed) and cancels all such Ordinary Shares. However, such
Ordinary Shares may be held as treasury shares for a period of time either (i)
pending cancellation whereby they will count towards the total issued share
capital but will not count towards the total voting rights in the Company; or
(ii) until they are used to satisfy share options and / or awards granted to
the Company's employees, in which case they will count towards the total
issued share capital but will not count towards the total voting rights in the
Company until they are used to satisfy options and / or awards at which point
they will count towards the total voting rights in the Company.
The Company has not purchased any Ordinary Shares under the Current Share
Buyback Programme yet for the reasons set out in this paragraph 3. Without the
approval of the Waiver Resolution and the Panel Waiver, the Company may be
prevented from, or significantly restricted in, making any market purchases
under the Current Share Buyback Programme or otherwise.
If the maximum number of Ordinary Shares are purchased and cancelled by the
Company pursuant to the Future Share Purchase Authority (if passed), the Brian
Marsh Concert Party will be interested in Ordinary Shares carrying more than
30 per cent. of the Voting Share Capital but would not hold Ordinary Shares
carrying more than 50 per cent. of the Voting Share Capital. For as long as
members of the Brian Marsh Concert Party continue to be acting in concert, any
increase in their aggregate interests in Ordinary Shares will be subject to
Rule 9 of the Takeover Code.
If the Panel Waiver is approved, then the Brian Marsh Concert Party would not
be required to make an offer as a consequence of buybacks made pursuant to the
Future Share Purchase Authority (if passed), subject to the limitations
referred to above.
The Panel Waiver to which the Takeover Panel has agreed under the Takeover
Code will be invalidated if any purchases are made by any member of the Brian
Marsh Concert Party in the period between the date of the Circular and the
General Meeting. Further, no member of the Brian Marsh Concert Party has
acquired any interest in Ordinary Shares in the knowledge that the Company
intended to seek approval from the Independent Shareholders in respect of the
Panel Waiver.
Accordingly, whilst the obligations under Rule 9 of the Takeover Code would be
waived in relation to any exercise under the Future Share Purchase Authority
(if passed), any increase in the Brian Marsh Concert Party's interest in
Ordinary Shares as a result of the Company purchasing its own shares following
the expiry of the Panel Waiver or any acquisitions of any interest in Ordinary
Shares by any member of the Brian Marsh Concert Party would remain subject to
Rule 9 and the other provisions of the Takeover Code.
4. Intentions of Brian Marsh Concert Party
In the event that the Panel Waiver is approved at the General Meeting, the
Brian Marsh Concert Party (or any member thereof) will not be restricted from
making an offer for the Company should it wish to do so.
Brian Marsh has confirmed, on behalf of the Brian Marsh Concert Party, to the
Company that it is not proposing, following any increase in the percentage
interest in the Voting Share Capital in which it is considered to be
interested as result of the Company purchasing its own shares and in its
capacity as a Shareholder, to seek any change in the general nature of the
Company's business.
Brian Marsh has further confirmed, on behalf of the Brian Marsh Concert Party,
that, in their capacity as Shareholders, they have no intention to change the
Company's plans with respect to: (i) the composition of the Board; (ii) the
Company's plans with respect to the continued employment of employees and
management of the Company and its subsidiaries (including any material change
in conditions of employment) or any material change to the balance of skills
and functions of the employees and management; (iii) the Company's future
business and its strategic and development plans; (iv) the location of the
Company's headquarters or headquarter functions or the location of the
Company's place of business; (v) employer contributions into any of the
Company's pension schemes, (vi) the accrual of benefits for existing members;
(vii) the admission of new members; (viii) redeployment of the Company's fixed
assets; or (ix) the continuation of the Ordinary Shares being admitted to
trading on AIM. Furthermore, Brian Marsh has confirmed, on behalf of the Brian
Marsh Concert Party, that it has no intention to put in place any
incentivisation arrangements for the Company's management in connection with
any increase of the Brian Marsh Concert Party's percentage interest in the
Voting Share Capital resulting from Ordinary Shares being bought back by the
Company. As noted above, however, it is possible that the Company may use some
of the Ordinary Shares bought back to satisfy share awards and/or options
granted to its employees, rather than cancelling them, provided it is
permitted to do so.
Shareholders' attention is drawn to Part II (Additional Information) of the
Circular which sets out certain further information and financial information
that is required to be disclosed in the Circular pursuant to the rules
contained in the Takeover Code.
Under Rule 25.2 of the Takeover Code, only the Independent Directors are able
to make a recommendation to the Independent Shareholders with respect to the
proposed Waiver Resolution.
The Independent Directors draw to the Shareholders' attention that any future
purchases by the Company of Ordinary Shares under the Future Share Purchase
Authority (if passed) may increase the Brian Marsh Concert Party's aggregate
holding of the Company's Voting Share Capital, which today represents 38.3 per
cent. The Independent Directors also note the commitments confirmed above on
behalf of the Brian Marsh Concert Party that, amongst other items, it is not
proposing to seek any change in the general nature of the Company's business,
strategy or listed status.
The Independent Directors believe it is in the best interests of the Company
that the Waiver Resolution be passed and hereby recommend that Independent
Shareholders vote, or procure the vote, in favour of the Waiver Resolution.
Panmure Liberum, as the Company's independent financial adviser, has provided
formal advice to the Independent Directors that it considers the terms of
these proposals to be fair and reasonable and in the best interests of
Shareholders and the Company as a whole. In providing this advice, Panmure
Liberum has taken into account the Independent Directors' commercial
assessments. In accordance with the requirements of the Takeover Code, members
of the Brian Marsh Concert Party are not permitted to vote on the Waiver
Resolution in respect of their aggregate holding of 14,184,819 Ordinary
Shares.
5. Current Trading
The Company's last reported undiluted NAV per Ordinary Share was 690.8 pence
as at 31 July 2024. As announced on 24 February 2025 in the Company's trading
update for the Group's financial year to 31 January 2025 ("FY25"), the
Company's portfolio has continued to perform strongly and the Board remains
pleased by the Group's ongoing performance.
The Group completed two disposals during FY25, CBC UK Limited in the first
half of the year and Lilley Plummer Holdings Limited in October 2024,
generating aggregate upfront cash proceeds of £65.7 million from investment
amounts of £0.3 million. Three new investments were undertaken during FY25,
SRT & Partners Limited, Volt UW HoldCo Ltd and CEE Specialty s.r.o.
Group funds stood at £74.1 million as at 31 January 2025 compared to £40.5
million at 31 January 2024 and the Group is debt free with a robust pipeline
of potential new and follow-on investments.
It remains the Group's intention to pay a dividend of at least £5.0 million
per annum in each of the financial years ending 31 January 2026, 2027 and
2028.
On 16 April 2025, the Company announced the receipt of the first tranche of
deferred consideration of £9.2 million from its disposal of CBC UK Limited
and declared a special dividend of £3.0 million.
On 23 April 2025, the Company announced a new investment of £10m for an 8%
shareholding in iO Finance Partners Topco Limited, 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 9 May 2025, PSC UK Pty Ltd (a significant shareholder of the Company)
announced that it had successfully completed the sale of 1,936,881 Ordinary
Shares in the capital of the Company at a price of 630 pence per Ordinary
Share. Following completion of the sale (conducted via a placing) PSC UK Pty
Ltd holds 5,448,623 Ordinary Shares in the Company representing approximately
14.7 per cent. of the total issued share capital of the Company. The Company
will not receive any proceeds of the placing.
6. General Meeting
The Circular contains a notice convening a general meeting of the Company, to
be held at 10.00 a.m. on 2 June 2025 at 1 Cornhill, London, EC3V 3ND to
consider and, if thought appropriate, pass the Resolutions as set out in the
Notice of General Meeting.
The Takeover Panel has agreed to waive the obligation to make an offer that
would otherwise arise under Rule 9 as a result of the Company making purchases
of Ordinary Shares pursuant to the Share Buyback Programme, subject to the
approval of the Independent Shareholders. Accordingly, the Waiver Resolution
is being proposed at the General Meeting and will be taken on a poll of
Independent Shareholders.
The Takeover Panel's waiver of the obligation to make an offer that would
otherwise arise under Rule 9 will apply provided that the resultant
shareholding of the Brian Marsh Concert Party does not exceed 42.5 per cent.
of the Ordinary Shares in issue (excluding any Ordinary Shares held in
treasury) (as set out in the Waiver Resolution).
The Waiver Resolution will be proposed as an ordinary resolution. In
accordance with the requirements of the Takeover Code, neither any member of
the Brian Marsh Concert Party nor any persons with whom the Brian Marsh
Concert Party is considered to be acting in concert are permitted to vote on
the Waiver Resolution.
The Future Share Purchase Resolution will be proposed as a special resolution
in accordance with the Investment Association's Share Capital Management
Guidelines. If passed by the Shareholders, it will grant the authority for
the Company to purchase up to 3,710,000 Ordinary Shares, representing a
maximum of 10 per cent. of the Company's issued ordinary share capital.
Members of the Brian Marsh Concert Party are permitted to vote on the Future
Share Purchase Resolution.
The Future Share Purchase Resolution is conditional upon the passing of the
Waiver Resolution. If the Waiver Resolution is not passed, therefore, the
Future Share Purchase Authority will not be capable of being granted and the
Company will not commence a Share Buyback Programme.
Certain Independent Shareholders have provided to the Company legally binding
irrevocable undertakings to vote in favour of the Resolutions, in respect of
the Ordinary Shares in which they are interested as at the Latest Practicable
Date, representing, in aggregate, 4,053,474 Ordinary Shares (or 10.9 per cent.
of the Company's Voting Share Capital). The Irrevocable Undertakings include
undertakings, amongst others, to:
a) vote, or procure to vote, in favour of the Resolutions at the General
Meeting; and
b) vote against, or procure to vote against, any resolution or proposal
made by any person (other than by the chairman of the General Meeting) that
the General Meeting be adjourned.
The Irrevocable Undertakings do not prevent the relevant Independent
Shareholders from acquiring any Ordinary Shares or any interest in any such
shares or selling or otherwise disposing of any Ordinary Shares or any
interest in such shares. As such, the abovementioned aggregate number of
Ordinary Shares and percentage of the Company's Voting Share Capital may be
subject to change between the date of the Circular and the date of the General
Meeting and any such change will be notified via a Regulatory Information
Service. The Irrevocable Undertakings will cease to be binding if the
Resolutions are not approved at the General Meeting.
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