Further Information re Share Option Plan

20 November 2023

B.P. Marsh & Partners Plc

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

Further information regarding Share Option Plan

Further to its announcement on 15 November 2023 and the details contained in its half year results released on 17 October 2023, B.P. Marsh, the specialist investor in early-stage financial services businesses, announces further detail regarding the Share Option Plan (the "Plan") and the recent granting of Share Options ("Options") over 1,682,500 ordinary shares of 10p each in the Company, in aggregate, to 12 employees, including to Directors of the Company. These awards recognise the roles and responsibilities of key staff in implementing the Company's strategy and are designed to appropriately incentivise these individuals.

Each of the Options will vest, on a ratchet basis, subject to certain Net Asset Value ("NAV") growth targets being achieved for the three consecutive financial years ending 31 January 2026 (together, the "Performance Period"). The first exercise date is 6 September 2026 whereby 50% of vested Options will be exercisable at 10p per share, with the remaining 50% exercisable at 10p per share from 6 September 2027.

The number of Options which vest will vary depending on the level of NAV growth achieved, subject to the growth performance criteria as set out below, alongside the percentage of options that will vest at each value:

For these purposes, NAV is defined as "audited Total Assets less Total Liabilities for the consolidated Group plus any dividends or other form of shareholder return that are paid in the relevant Financial Year".

Therefore, for all Options to vest, the Net Asset Value (as defined above) would need to exceed £252.2m.

The total number of Options granted under the Plan represents approximately 4.26% of the fully diluted shares outstanding.

Notes to Editors:

B.P. Marsh's current portfolio contains fourteen companies. More detailed descriptions of the portfolio can be found at www.bpmarsh.co.uk. 

Since formation over 30 years ago, the Company has assembled a management team with considerable experience both in the financial services sector and in managing private equity investments. Many of the directors have worked with each other in previous roles, and all have worked with each other for approaching ten years. 

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