5 June 2025

B.P. Marsh & Partners Plc

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

Sale of Interest in Sterling Insurance Pty Ltd

B.P. Marsh, the specialist investor in early-stage financial services businesses, is pleased to announce that Sterling Insurance Pty Ltd ("Sterling"), the specialist general liability underwriting agency focused on the construction industry in which the Group has an interest of approximately 20%, has been acquired by ATC Insurance Solutions Pty Limited ("ATC"), in which the Group is also a 25% shareholder.

The Transaction

Under the terms of the transaction, ATC has acquired 100% of the issued share capital of Sterling for a total consideration of AU$ 33.2m, c. £15.9m, to be satisfied through a mixture of cash and equity in ATC. As a result of this transaction B.P. Marsh's shareholding in ATC has increased from 25% to 27%.

B.P. Marsh's consideration for its c. 20% shareholding in Sterling will be settled via equity in ATC, valued at approximately AU$ 6.5m, c. £3.1m. This represents a valuation for Sterling that is in line with B.P. Marsh's most recent valuation as at 31 July 2024. The Group acquired the shares in Sterling in 2013 for c. £1.9m. This investment produced an 8.8% internal rate of return over a 12 year period of investment, and the Group expects further uplift in this value via its increased shareholding in ATC.

Following completion of the transaction, Dan Topping resigned from his role as nominee director on the board of Sterling, but remains on the board of ATC.

Rationale for the Transaction

B.P. Marsh identified the potential for an advantageous combination of these two investee companies, allowing senior members of Sterling's management team the chance to roll equity into ATC, thus enabling them to continue to participate in the combined group's high growth potential. Additionally, it also allowed some longstanding shareholders the opportunity to realise their investment in Sterling as part of this transaction.  

This transaction demonstrates B.P. Marsh's unique and flexible approach to investing in the financial services sector, in terms of both size and structure.

ATC is Australia's largest independent specialist underwriting agency with 100% support from A-rated Lloyd's of London capacity, headed by Chris Anderson and a seasoned team of insurance professionals.

ATC continues to perform well and is budgeting to produce gross written premium of over AU$ 225m in its current year to 30 June 2025 (excluding the Sterling acquisition).

Chris Anderson, ATC's Chairman and Managing Director, stated:-

"Sterling is highly respected within its sector, with a strong focus on niche, hard-to-place, and complex risks. We are thrilled to welcome Sterling to the ATC family and look forward to working closely with their team as we continue to grow together."

Tony Parington, Sterling's Chairman, stated:-

"We are excited to be joining forces with ATC and look forward to contributing to the success of the combined business.

"Our partnership with B.P. Marsh since 2013 has been productive, and we're pleased that this relationship will continue as part of ATC."

Dan Topping, Chief Investment Officer at B.P. Marsh, commented:

"We've worked closely with Sterling since our initial investment in 2013 and have enjoyed our partnership with the team. We're pleased to support this consolidation and we look forward to our continuing relationship with the Sterling team as part of ATC."

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