REG - B.P. Marsh &Partners - Trading Update

B.P. Marsh & PartnersAnnouncement

Tue 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250923:nRSW3370Aa&default-theme=true

RNS Number : 3370A  B.P. Marsh & Partners PLC  23 September 2025

23 September 2025

 

B.P. Marsh & Partners Plc

("B.P. Marsh", the "Company" or the "Group")

 

Trading Update

 

B.P. Marsh & Partners Plc (AIM: BPM), the specialist venture capital
investor in early stage financial services businesses, is pleased to provide
the market with an update on trading for the Group's six month period ended 31
July 2025 (the "Period").

 

Highlights

 

·    Continued strong performance from the portfolio

·    The Group completed one disposal during the Period, Sterling
Insurance

·    Five new investments were undertaken during the Period, iO Finance
Partners, Amiga Specialty, Cameron Specialty, Gambit Risk Finance and XPT
Producer Acquisition Co

·    As at 31 July 2025, Group funds stood at £52.6m

·    The Group has a robust pipeline of potential new and follow-on
investments

 

Dividend and Share Buy-Back Programme

 

Dividend

 

·    During the Period, the Company paid a Special Dividend of £3.0m,
reflecting the receipt of deferred consideration from the 2024 disposal of
Paladin and a Final Dividend of £2.5m during the Period

·    The Company has delivered a total cash return to shareholders of
£8.0m so far during the financial year ending 31 January 2026

·    The Board has confirmed its intention to maintain a minimum annual
dividend of £5.0m for the financial years ending 31 January 2027, and 2028,
with the flexibility to increase or decrease the dividend where appropriate,
for example in the event of significant realisations or capital commitments

·    Since flotation, the Group has paid and proposed an aggregate of
£34.7m in cash dividends

 

Share Buy-Back Programme

 

·    In April 2025, the Company announced a new £2.0m Share Buy-back
Programme

·    During the Period, the Company bought back 145,000 shares (in
aggregate) for £1,023,000 at an average price of 703p per share

·    At the General Meeting held on 2 June 2025, shareholders approved the
renewal of the Company's authority to purchase up to 10.0% 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 Concert Party's resulting holding does not exceed
42.5% of the ordinary shares in issue (excluding any held in treasury)

 

Secondary Placing

 

·    During the Period, significant institutional demand for B.P. Marsh
shares was shown through a two-stage secondary placing facilitated by PSC UK
Pty Limited ("PSC"), a subsidiary of The Ardonagh Group Limited ("Ardonagh")

·    On 9 May 2025, 1,936,881 ordinary shares (c.5.2% of the Company's
issued share capital) were placed with institutional investors at 630p per
share (representing approximately £12.2m).

·    Following strong residual demand, a further 1,822,183 shares (c.4.9%
of the Company's issued capital) were sold to Wellington Management Group LLP
by Ardonagh

·    On 8 August 2025, Ardonagh completed the sale of its remaining
3,626,440 ordinary shares (c.9.8% of the Company's issued share capital) at
650p per share through an accelerated bookbuild, at a cost of approximately
£23.6m. Of these shares, Wellington Management Group LLP increased its stake
to 9.2%

·    Of the 3,626,440 shares, 769,231 were acquired by B.P. Marsh for
£5.0m post Period

·    The successful exit of Ardonagh and diversification of the Company's
institutional investor base with high-quality investors has reinforced market
confidence in B.P. Marsh's long-term growth strategy and investment approach

 

Disposals

 

Sterling Insurance Pty Limited ("Sterling")

 

In May 2025, the Group completed the sale of its investment in Sterling
Insurance Pty Limited ("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. This
transaction delivered an internal rate of return of 8.8% on the Group's
investment in Sterling.

 

The Group received approximately AU$6.5m (£3.1m) in consideration, which was
satisfied entirely in shares in the enlarged ATC Group.

 

New Investments

 

During the Period, five new investments were completed. Origination remains
predominantly network-driven, with many management team partners already well
known to B.P. Marsh. The Group has no preference for specific geographies or
products, provided the management team presents a credible business plan
capable of delivering attractive returns.

 

iO Finance Partners Topco Limited ("iO Partners") - UK - April 2025

 

The Group subscribed for an 8% shareholding in iO Partners for £10m, through
a combination of Preferred and Ordinary shares.

 

iO Partners is pursuing a buy-and-build strategy in the UK alternative
financing market for small and medium-sized enterprises.

 

This segment of the market has historically been underserved by traditional
banks due to increasingly stringent capital requirements, despite strong and
growing demand for funding. Recent regulatory changes have been favourable for
SME lending from alternative sources, such as challenger banks and Long-Term
Asset Funds, creating a significant growth opportunity.

 

The company's model is to acquire established, profitable businesses in niche
areas of SME asset finance. These acquisitions bring both existing lending
infrastructure and specialist expertise, while iO Partners supports them in
addressing their common challenge, securing scalable, long-term funding for
SME borrowers.

 

iO Partners currently has three portfolio companies, as follows:-

 

·    SME Capital - A direct lending platform providing secured loans of
£250,000 to £10m, typically with 3- to 5-year terms. Its lending focuses on
"event-driven" transactions, such as mergers and acquisitions, management
buyouts and growth capital.

·    Seneca Trade Limited - a stock inventory financing business, enabling
SMEs to purchase and hold stock without tying up working capital.

·    Provira Limited - a specialist lender offering advances secured
against estate assets.

 

iO Partners' portfolio collectively managing a current annualised loan book of
£124m. While each business is profitable, their growth is constrained by
access to scalable, long-term funding sources.

 

B.P. Marsh believes that iO Partners' combination of targeted acquisitions in
specialist SME lending niches and innovative funding solutions positions it
strongly to capitalise on structural shifts in the UK SME finance market.

 

Amiga Specialty Holdings Limited ("Amiga") - UK - June 2025

 

The Group subscribed for a 49% shareholding in Amiga for a nominal
consideration and agreed to provide a five-year £10m loan facility, of which
£0.5m was drawn on completion. All further drawdowns are subject to the
Group's approval.

 

Amiga is a start-up entity, which is looking to build an international
specialty underwriting agency, offering a diverse portfolio of products across
key global markets through both organic growth and a targeted M&A
strategy.

 

Cameron Specialty HoldCo Limited ("Cameron Specialty") - UK - June 2025

 

The Group acquired a 27.03% shareholding in Cameron Specialty, a London-based
underwriting agency, and agreed to provide funding of up to £1.7m through a
combination of equity and a loan facility, with the loan partially drawn on
completion.

 

Founded in 2021, Cameron Specialty specialises in UK property insurance,
focusing on the commercial combined and property owners sectors.

 

Post-Period Investments

 

Since 31 July 2025, the Group has supported XPT Group LLC ("XPT") through two
strategic initiatives, enhancing XPT's operational and financial flexibility.
These initiatives support XPT's growth strategy and expansion plans, with both
vehicles expected to deliver strong risk-adjusted returns:

 

1)   Gambit Risk Finance LLC ("Gambit Re") - USA - August 2025

 

The Group has invested in Gambit Risk Finance LLC ("Gambit Re"), a newly
formed reinsurance vehicle supporting XPT. The Group has committed up to $5m,
of which $1.875m was funded on completion, in exchange for a preferred equity
shareholding of 8.25%.

 

Gambit Re will provide limited risk capital to five selected Platinum
Specialty Underwriters programmes, supporting XPT's growth strategy and
enhancing operational and financial flexibility.

 

2)   XPT Producer Acquisition Co LLC ("XPT Producer Co") - USA August 2025

 

The Group has invested in XPT Producer Acquisition Co LLC ("XPT Producer Co"),
a new platform supporting XPT.

 

The Group has subscribed to a 35% preferred equity shareholding and committed
up to $12.5m in loan funding, of which $3m has been drawn on completion. XPT
Producer Co will recruit and incubate experienced revenue-generating
producers, accelerating XPT's growth strategy and enhancing operational and
financial flexibility.

 

Follow on Funding and Investments

 

Pantheon Specialty Group Limited ("Pantheon") - UK

 

In June 2025, the Group acquired a further 2% stake in Pantheon for a cash
consideration of £5.5m, thereby increasing its shareholding from 37% to 39%.

 

In September 2025, the Group made a further investment, via the provision of
loan financing, to support Pantheon's acquisition of a 25% shareholding in
Fraction Insurance Brokers Asia Limited ("Fraction"), a newly established Hong
Kong-based specialist broker focused on digital asset insurance.

 

Although still a newly emerging class of business, demand for digital asset
insurance is growing quickly as more institutional players enter the sector
and regulatory oversight increases. Fraction intends to capitalise on this by
offering targeted coverage solutions.

 

Pantheon has delivered strong performance to date, and the Group expects this
positive momentum to continue, with the investment in Fraction further
reflecting confidence in Pantheon's ability to identify and execute attractive
growth opportunities.

 

Other Investee Company Highlights

 

ATC Insurance Solutions PTY Limited ("ATC") - Australia

 

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$61m, the business has grown significantly and is budgeting
gross written premium in excess of AU$300m for the year ending 30 June 2026.

 

ATC has transformed into the largest independent underwriting agency in
Australia, and the Group expects this growth trajectory to continue.

 

In May 2025, ATC acquired 100% of Sterling Insurance Pty Limited for AU$33m
(£15.7m), of which AU$6.5m (£3.1m) was attributable to B.P. Marsh, which was
received via new shares in ATC.

 

Following the transaction, the Group's shareholding in the ATC Group increased
to 27.0%.

 

Agri Services Company Pty Limited ("Ag Guard") - Australia

 

Ag Guard continues to expand its product offering and strengthen its position
as a specialist agricultural insurance business. In Ag Guard's financial year
ended 30(th) June 2025, the business produced over AU$52m of gross written
premium representing 10% growth over prior year.

 

As part of its strategic expansion, Ag Guard is entering the New Zealand
market through the launch of a dedicated entity, Ag Guard Limited (NZ). This
will be supported by a new farm insurance product distributed via NZI, one of
New Zealand's leading general insurance brands and a business division of IAG
New Zealand Limited. This opportunity includes access to NZI's existing farm
insurance portfolio of approximately NZ$45m GWP, expected to transfer to Ag
Guard at renewal from mid-2025, with a further NZ$55m of GWP anticipated over
the subsequent 12-18 months.

 

The Group remains confident that Ag Guard's strong momentum, combined with its
entry into New Zealand in partnership with NZI, positions the business well
for continued growth.

 

Verve Risk Services Limited ("Verve") - UK

 

Since its establishment, Verve has successfully developed its underwriting
capabilities and expanded its market presence. Verve has delivered a strong
performance in its year-to-date, having consistently performed ahead of prior
year across all metrics.

 

In September 2025, Verve successfully completed the renewal of its core binder
for the 2025/26 period. As part of this process, the structure has been
simplified and strengthened, moving from a layered arrangement to a
streamlined US$5m primary limit, with HDI Global SE taking over as lead
carrier on the panel.

 

This updated insurance capacity arrangement positions Verve well to continue
its momentum in its core lines of business.

 

New Business Opportunities

 

The Group continues to benefit from a strong flow of new business
opportunities, receiving 36 enquiries in the period to 31 July 2025, compared
with 34 in the prior year. As at the date of this update, 14 potential
opportunities remain under active review, all of which are aligned with the
Group's strategic focus on the insurance and financial intermediary sector.

 

Investment activity remains concentrated in niche SME markets, where
entrepreneurial and experienced management teams are seeking long-term
partners. This approach supports sustainable growth and enhances value
creation across the portfolio.

 

With a robust liquidity position and a proven investment track record, the
Group is well placed to capitalise on this healthy pipeline and to continue
delivering attractive opportunities that will support long-term shareholder
returns.

 

Insurance Market Outlook

 

The Group continues to closely monitor developments across the insurance
sector, with a focus on premium rate movements and the sustained pace of
mergers and acquisitions (M&A) activity.

 

It is now the case that parts of the market are softening, however, the
Group's portfolio remains concentrated in specialist risk classes, where
pricing is typically more resilient supporting confidence that our investee
businesses are well positioned to deliver sustainable growth through the
cycle.

 

Industry consolidation shows no signs of slowing in 2025, creating attractive
opportunities for the Group to realise investments, deploy capital into new
vehicles, and support expansion within the existing portfolio.

 

At the same time, entrepreneurial management teams continue to seek long-term
investment partners outside of large-scale consolidators. This dynamic is
generating a strong pipeline of opportunities for the Group to establish new
partnerships and further strengthen its portfolio. We are also seeing
indications of accelerating M&A activity across both broking and
underwriting organisations.

 

Liquidity and Loan Portfolio

As at 31 July 2025, Group funds stood at £52.6m (31 January 2025: £74.1m).

 

In April 2025, the Group received a deferred consideration payment of £9.2m
from the disposal of Paladin, increasing the aggregate cash received from the
disposal to £53.2m.

 

In May 2025, the Group disposed of its investment in Sterling to ATC for
AU$6.5m (£3.1m). The consideration received by the Group was satisfied
entirely in the form of additional equity in the enlarged ATC group.

 

During the Period, the Group also invested £19.7m in equity funding into the
portfolio. £8.6m represented follow-on funding into the existing portfolio,
including £5.5m in Pantheon and £3.1m in ATC. The remaining £11.1m was made
into new portfolio investments, including £10.0m in iO Partners, £1.1m in
Cameron Specialty and £49 (nominal value) in Amiga.

 

The Group's loan to portfolio company balance increased from £25.6m at 31
January 2025 to £31.1m as at 31 July 2025.

 

During the Period, 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 and £0.05m to Ai Marine.

 

During the Period, the Group also received £0.2m in aggregate loan repayments
from Fiducia.

 

Since 31 July 2025, the Group has invested further equity of £1.4m in Gambit
Re and £2.6m in XPT Producer Co. and provided further loan funding of £0.5m
to Pantheon.

 

During the Period, the Group paid dividends totalling £8.0m and undertook
£1.0m of share buy-backs.

 

As at today's date, the current cash and treasury balance is £48.2m and the
Group is debt free. Treasury funds are all in one month or less deposit
accounts.

 

 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 7886 2500

 Panmure Liberum Limited

 David Watkins / Atholl Tweedie / Amrit Mahbubani

 Joint Corporate Broker:                            +44 (0)20 7496 3000

 Singer Capital Markets Advisory LLP

 Charles Leigh Pemberton / 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

 

- Ends -

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TSTFFFEIATIFFIE