Sale of Interest in Amiga to Sodalis

B.P. Marsh and Partners Plc (AIM:BPM), the specialist private equity investor in early-stage financial services businesses, is pleased to announce that Amiga, the international specialty underwriting agency, has been acquired by Sodalis Capital Limited ("Sodalis"), a B.P. Marsh portfolio company. Upon completion, the Group will retain a 25.55% shareholding in Sodalis.

The Transaction

Under the terms of the transaction, Sodalis has acquired 100% of the issued share capital of Amiga, for an initial consideration of £1.8m.

At completion, B.P. Marsh will receive the following:

• £706,250 in cash for its 39.24% shareholding, having invested a nominal amount; and
• Repayment in full of its outstanding loan facility to Amiga of £1.825m.

In addition, the sellers (including B.P. Marsh) may receive deferred consideration, contingent upon Amiga's performance over the financial years ending December 2027 and 2028. B.P. Marsh's share of any deferred consideration will be pro rata to its existing shareholding in Amiga.

Dan Topping has resigned from his role as nominee director on the board of Amiga but remains on the board of Sodalis.

Rationale for the Transaction

By combining Amiga's underwriting expertise and carrier relationships with Sodalis' acquisition-led growth model and capital base, the enlarged group is well positioned to accelerate organic growth, pursue further M&A and deepen its presence in key markets.

The transaction also allows senior members of Amiga's management team to roll equity into Sodalis, aligning incentives and allowing continued participation in the combined group's growth.

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.

Sodalis was founded by Colin Thompson in November 2025 to pursue a buy-and-build strategy within the international insurance intermediary sector, targeting specialist underwriting and wholesale broking platforms across the UK, Europe and the Middle and Far East.

B.P. Marsh invested £5.3m in Sodalis for Cumulative Preferred Shares, receiving an initial 26.67% equity interest in Sodalis alongside Colin Thompson and Alliant Insurance Services, Inc, in November 2025.

Post-transaction, the Group now holds a 25.55% equity interest in Sodalis, providing indirect exposure to Amiga and preserving future upside potential.

Colin Thompson, Founder and CEO of Sodalis, stated:

"The acquisition of Amiga represents a significant step in building a high-quality, international specialty insurance platform. Amiga brings strong underwriting expertise and relationships which will complement Sodalis's broader growth strategy."

Dan Topping, CEO at B.P. Marsh, commented:

"This transaction reflects our ability to create strategic opportunities across our portfolio. We are pleased to support this consolidation and continue our relationship with the Amiga team through our investment in Sodalis."