REG - Panmure Liberum Cap B.P. Marsh &Partners - Secondary Share Sale

B.P. Marsh & PartnersAnnouncement

Mon 15:30

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RNS Number : 3181I  Panmure Liberum Capital Limited  12 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER
JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME
AS A MATTER OF UK LAW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

12 May 2025

 

SECONDARY SHARE SALE

 

Further to the secondary placing completed on 9 May 2025 (the "Placing"), PSC
UK Pty Ltd (the "Selling Shareholder") announces that it has today completed
the sale of a further 1,822,183 ordinary shares in the capital of B.P. Marsh
& Partners Plc ("B.P. Marsh") at a price of 630 pence per share, which
represents approximately 4.9% of B.P. Marsh's issued share capital (the
"Sale"). The Sale was made to one institutional investor following receipt of
buying demand for the ordinary shares after the Placing bookbuild process had
completed.

Following completion of the Placing and the Sale, the Selling Shareholder will
hold 3,626,440 ordinary shares in B.P. Marsh, representing approximately 9.8%
of B.P. Marsh's issued share capital.

Panmure Liberum Limited ("Panmure Liberum") is acting for the Selling
Shareholder in connection with the Placing and the Sale. To permit the Sale,
Panmure Liberum has waived the 60-day lock-up undertaking that was agreed in
connection with the Placing (the "Lock-Up").

The remainder of the B.P. Marsh shares held by the Selling Shareholder
following the Sale will remain subject to the Lock-Up.

B.P. Marsh will not receive any proceeds from the Placing or the Sale.

 

Enquiries:

Panmure Liberum

Sole Bookrunner to the Selling Shareholder

Nominated Adviser & Joint Corporate Broker to B.P. Marsh

David Watkins / Atholl
Tweedie                                 +44 20
3100 2000

 

 

IMPORTANT NOTICE

This announcement is for information purposes only and is directed only at:
(a) persons in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(e) of regulation (EU)
2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within the definition of "Investment
Professionals" in Article 19(5) of the Financial Services And Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or trustees of
high value trusts as described in Article 49(2) of the order and (ii) are
"Qualified Investors" as defined in prospectus regulation as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate it
(each a "Relevant Person"). No other person should act or rely on this
announcement and persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement relates is available only to relevant persons and
will be engaged in only with relevant persons. The announcement does not
itself constitute an offer for sale of any securities.

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. No action has been taken that would
permit an offering of ordinary shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

The ordinary shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold, or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the ordinary shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" to persons who are not "U.S. persons" within the meaning of and
pursuant to Regulation S under the Securities Act; and (ii) within the United
States only to persons who are reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act) and
who are also "qualified purchasers" (as defined in Section 2(a)(51)(A) of the
US Investment Company Act of 1940, as amended) and who have delivered to
Panmure Liberum a US Investor Letter substantially in the form provided to it,
in each case, pursuant to an exemption from, or in a transaction not subject
to, registration under the Securities Act. No public offering of the ordinary
shares will be made in the United States or elsewhere.

Neither the Placing nor the Sale has been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the Sale, or
the accuracy or adequacy of this announcement. Any representation to the
contrary is a criminal offence in the United States.

Panmure Liberum is authorised and regulated by the Financial Conduct
Authority. Panmure Liberum is acting for the Selling Shareholder only in
connection with the Placing and the Sale and no one else, and will not be
responsible to anyone other than the Selling Shareholder for providing the
protections offered to clients of Panmure Liberum nor for providing advice in
relation to the ordinary shares or the Placing or the Sale, the contents of
this announcement or any transaction, arrangement or other matter referred to
in this announcement.

 

 

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