B.P. Marsh & Partners (LSE:BPM) — AGM proceedings 2021

0:01 Good morning, ladies and gentlemen, and welcome to the BPMARSH and Partners PLC AGM Proceedings twenty twenty one. Throughout this presentation, attendees will be in listen only mode. Attendees have the opportunity to submit questions ahead of today's AGM. And questions can be submitted during the meeting via the Q and A tab situated on the right hand corner of your screen. Simply click Q and A, type your question and press send. The company will not be answering any questions during the meeting itself. However, the company review all questions submitted and publish responses where it's appropriate to do so. These will be available via your investor.me company dashboard, and you'll be

0:33 notified once they're ready for your review. I'd now like to hand you over to John Newman, group finance director of BPM MARSHAN PARTNERS PLC. Good morning. Good morning, and welcome to the twenty twenty one annual general meeting of the company. I'm John Newman. I'm the group director of finance for the company, and I will be chairing today's meeting. I'm joined by my colleague and fellow shareholder, Daniel Topping, who is the company's chief investment officer. We clearly apologize that the circumstances are still such that we are unable to offer a meeting in person this year. We've taken the necessary steps to make this year's meeting as accessible as possible whilst abiding by the government's restrictions. I'm extremely pleased to welcome those that are viewing this meeting remotely, and we hope that you agree that this digital format is a suitable alternative for the time being. Clearly, look forward to welcome you welcoming you back to our offices in the future to meet with you and take your questions in person.

1:36 It's now gone 11:00, and with the necessary quorum present, we can commence the business of the meeting. So if we turn to the notice, all shareholders should have received a notice of the meeting. May I suggest that we take the notice of the meeting to read? Agree. Thank you, Deb. As the notice of AGM set out, voting in person at this annual general meeting is not possible. And as such, in order to vote, shareholders were asked to submit their votes by proxy in advance of the meeting. I will now begin this meeting reading each resolution and the votes received for each. Resolution one. The first resolution is to receive the report and accounts of the company. I therefore propose to receive and adopt the audited financial statements of the company for the financial year ended 01/31/2021 together with the report of the directors and the report of the auditors.

2:32 I can disclose that the number of proxy votes lodged in favor of the resolution were 14,376,302. There were 27,278 votes appointing the chairman's discretion. There were no votes lodged against, and no votes were withheld. I can confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore, votes in favor equal 14,403,580. And I therefore declare the resolution carried. Resolution two. The second item on the agenda is to approve the report of the remuneration committee. I now propose to receive and approve the report of the remuneration committee set out on pages 34 to 37 of the company's reports and accounts for the financial year ended 01/31/2021.

3:27 I can disclose that the number of proxy votes lodged in favor of the resolution were 14,367,558. There were 27,278 appointed in the chairman's discretion. There were no votes lodged against, and 8,744 votes were withheld. I can therefore confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore, votes in favor equal 14,394,836. And I therefore declare the resolution carried. Resolution three. The third item on the agenda is to approve the final dividend of 2.44p per ordinary share as recommended by the directors.

4:16 If approved, the recommended final dividend will be payable on the 07/30/2021 to all shareholders on the register of members from the close of business on the record date of 06/25/2021. I therefore propose to approve the final dividend of 2.44p per ordinary share. I can disclose the number of proxy votes lodged in favor of resolution were 14,376,302. There were 27,278 pointing to chairman's discretion. There were no votes lodged against, and no votes were withheld. I can therefore confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore, total votes in favor equal 14,403,580.

5:05 And I therefore declare the resolution carried. Resolution four. The fourth item on the agenda is the reappointment of mister Brian Marsh as the director of the company. I therefore propose to reelect mister Brian Marsh as the director of the company. I can disclose that the number of proxy votes lodged in favor of the resolution were 14,385,302. There were no vote no votes appointing the chairman's discretion. There were no votes lodged against, and no votes were withheld. I therefore declare the resolution carried. Resolution five. The fifth item on the agenda is the reappointment of mister Daniel Topping as a director of the company. I therefore propose to reelect mister Daniel Topping as a director of the company. I can disclose that the number of proxy votes lodged in favor of the resolution were 14,376,302.

6:00 There were 27,278 appointed the chairman's discretion. There were no votes lodged against, and no votes were withheld.

6:09 I can therefore confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore, total votes in favor equal 14,403,580. I therefore declare the resolution carried. Welcome back, dad. Resolution six. The sixth item on the agenda is to reappoint Warlinson and Hunter Audit LLP until the conclusion of the next general meeting before which accounts are laid. I therefore propose to reappoint Warlinson and Hunter Audit LLP as auditors of the company until the conclusion of the next general meeting before which accounts are late. I can disclose that the number of proxy votes lodged in favor of the resolution were 14,376,302.

6:56 There were 27,278 appointed in the chairman's discretion. There were no votes lodged against, and no votes were withheld. I can confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore, votes in favor equal 14,403,580. I therefore declare the resolution carried. Resolution seven. The seventh item on the agenda is to authorize the directors of the company to determine the remuneration of the auditors of the company. I therefore propose to authorize the directors to determine the remuneration of Rawlinson and Hunter Audit LLP. I can disclose that the number of proxy votes lodged in favored resolution were 14,385,302.

7:44 There were no votes appointed in the chairman's discretion. There were no votes lodged against, and no votes were withheld. And I therefore declare the resolution carried. Resolution eight. The eighth item on the agenda is the granting of authority to allow the company to allot ordinary shares or grant rights to subscribe for or to convert any security into shares in the company up to a nominal value of £1,248,548.60. I therefore propose to authorize the directors pursuant to and in accordance with section five five one of the Companies Act 02/2006, the act to allot ordinary shares or client rights to subscribe for or to convert any security into shares in the company up to a nominal amount of £1,248,548 and £60.

8:38 I can disclose that the number of proxy votes lodged in favor of the resolution were 14,359,744.

8:47 There were 27,278 appointing the chairman's discretion. There were 16,558 votes lodged against, and no votes were withheld. I can confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore total votes in favor equal 14,387,022. And I therefore declare the resolution carried. Resolution nine. The ninth item on the agenda is the granting of authority to allow the company to allot equity securities wholly for cash pursuant to the authority given in resolution eight, which is proposed as a special resolution. I therefore propose to authorize and empower the directors subject to the passing of resolution eight above in accordance with the company's act to lock equity securities either in connection with a preemptive offer or if not up to an aggregate if not up to an aggregate nominal amount of £187,282.29, disregarding preemption rights, such power to expire at the conclusion of the next annual general meeting of the company on 07/31/2022, whichever is the earlier.

10:02 I can disclose that the number of proxy votes lodged in favor of the resolution were 14,341,117. There were 27,278 appointed to chairman's discretion. There were 35,185 votes lodged against, and no votes were withheld. I can confirm that those votes that appointed the chairman's discretion have been cast in favor of the resolution, and therefore, total votes in favor equal 14,368,395. And I therefore declare the resolution carried. Resolution 10. The tenth item on the agenda is the granting of authority to allow the company to buy back up to 3,745,645 of the company's shares, which is proposed as a special resolution.

10:56 I therefore propose to authorize the company to make market purchases of ordinary shares in the company in such manner and on such terms as the directors of the company may from time to time determine. Where such shares is held as treasury shares, the company may use them for the purposes set out in sections seven hundred and twenty seven and seven hundred and twenty nine of the act, including for the purpose of employee share schemes, provided that a, the maximum number of ordinary shares hereby authorized to be purchased is 3,745,645. B, the minimum purchase price exclusive of expenses, which may be paid for any ordinary share is 10p being the nominal value of an ordinary share.

11:42 C, the maximum purchase price shall not be more than the higher of 5% above the average range middle market quotations for an ordinary share for the five business days immediately preceding the day in which the ordinary share is purchased and the amount stipulated by article five one of the buyback and stabilization regulation 2,003. And d, this authority shall expire on the conclusion of the next annual general meeting or of the company following the passing of this resolution or, if earlier, the close of business on 07/31/2022. I can disclose that the number of proxy votes lodged in favor of the resolution were 14,366,802.

12:29 There were none appointing the chairman's discretion. There were 18,500 votes lodged against, and no votes were withheld. And I therefore declare the resolution carried. And now with all 10 resolutions now considered and carried and no further business to attend to, I declare the formal section of the meeting closed. I'm therefore pleased to move on to the section of the meeting where we will answer questions that were submitted in advance of this meeting, and I invite my colleague, Daniel Topping, to address the first question. Thanks, John. Question from Richard Pearson. There have been no significant disposals since Beto and Trireme over four years ago. Can we expect any in the current year? I think all our shareholders are aware of our mantra that we we don't set exit clauses when we make investments, and our two preferred routes of exit are via exit alongside management or where BPMarch's specialism and area of interest is exceeded all the the the company that we've invested grows out of that. We've done that successfully in the past.

13:35 We don't seek to change that. We think it's a good differentiator for what we do. That being said, there haven't been any disposals since, Vessel or Trireme. Adding to that, I would say that over the past twelve to eighteen months, there's a significant degree of interest in the insurance intermediary sector. I think that's noted in the national press and the the trade press, and we're always looking to discuss potential growth and exit options with the management team. I think another of our managers, everything's for sale every day of the week, and that that remains true. Looking at the portfolio where it is now and the respective vintages and of the investments, there's certainly significant degree of interest there. Whether we do or don't exit an investment within the next twelve months is to be agreed or decided upon with our management partners, but, certainly, there is a significant degree of interest in the portfolio that could well lead to an exit, should we and the management team see it as the best thing to do at the given moment?

14:35 Next question also from Richard Pearson. With limited cash resources available for investment, is the potential deal flow reducing? And if yes, is that a concern? I think in brief, the answer to that is no. Deal flow isn't reducing. I think we made a conscious effort over the last twelve to eighteen months of COVID lockdown to get the portfolio through what can only be described as choppy waters, say the very least. And therefore, our focus was on the existing portfolio, not on new business. I think that coincided with a lot of businesses also, studying themselves and getting themselves through COVID, such that we were comfortable with what we were seeing or the reduction in new business proposals during that period. Certainly now where we are, we're seeing a return to a return of optimism within the sector we operate, financial services, not insurance, and we've got quite a few new business opportunities that we're looking at. That being said, we might not make any investments in the next six, twelve, eighteen months because we don't think it's in the best interest of the company to deploy capital in that way.

15:37 The final part of the question from Richard, do we have, the adequate cash resources? Yes. I think we do. We've got the the loan facility, of £2,000,000 that's currently available. We've got a loan book of GBP 17,000,000 within the portfolio that is ongoing repaid. And also, we've got access to either debt or capital markets. I think the key in our mind is keeping the cost of capital low should we require additional capital to make investments. At this stage, we feel we're adequately capitalized to take advantage of anything that we think is good for the business. They were the two questions that we we received in advance of the meeting. As such, with no further questions, I can hand it back and, bring the meeting to a close. That's fantastic. John, Dan, thank you very much indeed for updating, attendees today. Could I please ask attendees not to close the session? Should be automatically redirected for the opportunity to provide your feedback in order that the management team can better understand your views and expectations.

16:36 This will only take a few moments to complete and is greatly valued by the company. On behalf of the management team of BPMARSH and PARTNERS PLC, we'd like to thank you for attending today's presentation. That concludes today's session. Thank you, and good morning.