28 October 2025

B.P. Marsh & Partners Plc

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

Sale of Stewart Specialty Risk Underwriting Limited

B.P. Marsh & Partners Plc (AIM: BPM), the specialist venture capital investor in early-stage financial services businesses, is pleased to announce that it has agreed the sale of its 28.2% shareholding in Stewart Specialty Risk Underwriting Ltd. ("SSRU"), a leading Canadian Managing General Underwriter, to Ryan Specialty, LLC ("Ryan Specialty").

Highlights:

·    CAD $51.9m (£27.8m) (net of all transaction costs) cash consideration to be received upon completion by B.P. Marsh for its 28.2% holding

·    Original equity investment of CAD $30 (£19), alongside a loan facility of CAD$850,000 (£490,000) 

·    Sale reflects a £4.9m uplift (21%) from the latest 31 July 2025 valuation

·    Internal rate of return to B.P. Marsh of 89.8%

·  A further performance related deferred consideration payment of up to CAD $24m is payable to SSRU's existing shareholders in 2026, based on SSRU's performance to 31 December 2025

Background to the Investment

SSRU is a Toronto-based underwriting agency providing specialty commercial insurance products across Canada. Founded in 2016 by Stephen Stewart, the company has established itself as a leading independent underwriting platform across Canada.

B.P. Marsh first invested in SSRU as a start up in January 2017, subscribing to a 30% shareholding for a nominal amount, alongside providing SSRU with a loan facility of CAD$850,000 (£490,000), which was fully repaid in 2021. In terms of the disposal's impact on the Group's operating position, the Group's income receivable in respect of its investment in SSRU was c.£0.7m for the financial year ending 31 January 2025.

Transaction

Upon completion, the Group will receive approximately CAD $51.9m (£27.8m) in cash (net of all transaction costs) in respect of its holding, subject to customary completion adjustments.

This represents a £4.9m uplift (21%) from the Group's carrying value of SSRU as at 31 July 2025.

At sale, the transaction has delivered an internal rate of return to B.P. Marsh of 89.8%, including fees.

A further deferred consideration payment of up to CAD $24m is expected to be received by SSRU's existing shareholders in the first quarter of 2026, in respect of SSRU's financial performance to 31 December 2025. This payment will be finalised following confirmation of SSRU's FY2025 results and, if payable, is expected to be paid on a pro-rata basis between SSRU's existing shareholders.

Oliver Bogue, the Company's Nominee Director on the Board of SSRU, will resign from this role on completion of the sale.

Commenting on the Disposal

Dan Topping, Chief Investment Officer of B.P. Marsh, stated:-

"SSRU has been an outstanding performer within our portfolio, delivering significant growth and value creation.

This success is a testament to the vision and leadership of Stephen Stewart and his team, who have built a business with a strong culture of underwriting discipline and client focus.

The sale represents an excellent return for our shareholders and reflects our strategy of partnering with exceptional management teams to build market-leading businesses.

We are confident that Ryan Specialty will be an excellent home for SSRU and that the business will continue to thrive."

Stephen Stewart, President & CEO of SSRU, stated:-

"B.P. Marsh has been a true partner to SSRU since I founded the business, providing strategic guidance and confidence as we established ourselves in a competitive marketplace. Their belief in our vision helped us grow from a start-up into one of Canada's leading specialty underwriting agencies.

Joining Ryan Specialty marks an exciting new chapter for SSRU. Their global reach, resources and shared entrepreneurial culture will enable us to accelerate our growth, expand our product offering and continue delivering exceptional value to our clients and partners across Canada."

Use of Proceeds

The Board of B.P. Marsh intends to utilise the proceeds from this disposal to pursue new and follow-on investment opportunities across its existing portfolio and within the wider financial services sector.

In line with its investment strategy, the Group will continue to target entrepreneurial, early-stage businesses within financial services, insurance distribution, underwriting, and advisory markets, both in the UK and internationally.

In addition, the Company will maintain its established capital allocation policy, balancing dividend payments (including special dividends which the Company has typically paid following material disposals) and potential share buy-backs whilst ensuring sufficient liquidity to invest in new and existing opportunities.

Following receipt of funds, the Board will provide a further update on their intentions for the proceeds from this sale.

- Ends -