REG - Panmure Liberum Ltd. B.P. Marsh &Partners - Proposed Secondary Placing

B.P. Marsh & PartnersAnnouncement

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RNS Number : 9515H  Panmure Liberum Limited  08 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.

 

8 May 2025

 

PROPOSED SECONDARY PLACING

 

PSC UK Pty Ltd (the "Selling Shareholder"), a wholly owned subsidiary company
of the Ardonagh Group, announces its intention to sell approximately 1.6
million ordinary shares (the "Placing Shares") in the capital of B.P. Marsh
& Partners Plc ("B.P. Marsh") at a price of 630 pence per Placing Share.

The Placing Shares are being offered to institutional investors by way of an
accelerated bookbuild (the "Placing"), which will be launched immediately
following this announcement and may close at any time on short notice.

Panmure Liberum Limited ("Panmure Liberum") is acting for the Selling
Shareholder in connection with the Placing.

The Selling Shareholder currently owns 7,385,504 ordinary shares representing
approximately 19.9% of B.P. Marsh's issued share capital (excluding treasury
shares) and the Placing Shares represent approximately 4.3% of B.P. Marsh's
issued share capital (excluding treasury shares). The Placing Shares rank pari
passu in all respects with B.P. Marsh's ordinary shares.

The final number of Placing Shares to be placed will be agreed by Panmure
Liberum and the Selling Shareholder at the close of the bookbuild process, and
the results of the Placing will be announced as soon as practicable
thereafter. The timings for the close of the bookbuild process are at the
absolute discretion of Panmure Liberum.

B.P. Marsh is not a party to the Placing and will not receive any proceeds
from the Placing.

The Selling Shareholder has undertaken that it will not dispose of any further
B.P. Marsh shares for a period of 60 days following completion of the Placing,
subject to certain exceptions and waiver by Panmure Liberum.

 

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

Singer Capital Markets

Joint Corporate Broker to B.P. Marsh

Charles Leigh-Pemberton / Asha
Chotai                                +44 20
7496 3000

 

IMPORTANT NOTICE

Members of the public are not eligible to take part in the Placing. 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 the Placing Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

The Placing 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 Placing 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 Placing
Shares will be made in the United States or elsewhere.

The Placing has not 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 accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision in connection with the Placing must
be made on the basis of all publicly available information relating to B.P.
Marsh's shares. Such information has not been independently verified. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness.

In connection with the Placing, Panmure Liberum or any of its respective
affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for its own
accounts such Placing Shares and other securities of B.P. Marsh or related
investments in connection with the Placing or otherwise. Accordingly,
references to the Placing Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by Panmure Liberum and
any of their respective affiliates acting as investors for their own accounts.
Panmure Liberum does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in B.P. Marsh or its
shares.

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 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 Placing Shares or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

Singer Capital Markets Advisory LLP ("Singer Capital Markets") is authorised
and regulated by the Financial Conduct Authority. Singer Capital Markets is
acting for B.P. Marsh only and no one else, and will not be responsible to
anyone other than B.P. Marsh for providing the protections offered to clients
of Singer Capital Markets nor for providing advice in relation to the Placing
Shares or the Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

 

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