B.P. Marsh and Partners has crystallised value from its direct holding in Amiga Specialty, while keeping exposure to the MGA's future growth after Sodalis Capital acquired 100% of the business and designated it as its core underwriting platform.
The private equity investor confirmed that Amiga Speciality Holdings Limited has been bought by Sodalis Capital Limited, a B.P. Marsh portfolio company focused on international insurance intermediaries. On completion, B.P. Marsh holds a 25.55% equity interest in Sodalis, giving it ongoing indirect exposure to Amiga Specialty.
Under the terms of the transaction, Sodalis has acquired 100% of the issued share capital of Amiga for an initial consideration of £1.8 million.
At completion, B.P. Marsh will receive £706,250 in cash for its 39.24% shareholding in Amiga, having invested only a nominal amount, and will also be repaid in full on its outstanding loan facility of £1.825 million.
The sellers, including B.P. Marsh, may receive deferred consideration based on Amiga’s performance over the financial years ending December 2027 and 2028. Any earn‑out will be shared pro rata to existing Amiga shareholdings.
As part of the deal, B.P. Marsh CEO Dan Topping has resigned as nominee director on the Amiga board but remains on the board of Sodalis.
The group’s equity interest in Sodalis now stands at 25.55%, compared with the 26.67% stake it initially acquired in November 2025 when it invested £5.3 million in cumulative preferred shares alongside Colin Thompson and Alliant Insurance Services, Inc.
For Sodalis, the acquisition represents a material step in its buy‑and‑build strategy. Founded by Thompson in late 2025, Sodalis targets specialist underwriting and wholesale broking platforms across the UK, Europe, and the Middle and Far East.
Amiga will sit at the centre of that plan as Sodalis’ international MGA platform. The transaction brings together two organisations that both emphasise long‑term value creation, underwriting discipline and specialty growth, with Amiga positioned to drive Sodalis’ expansion across specialty lines.
The deal also allows senior members of Amiga’s management team to roll equity into Sodalis, aligning their incentives with the wider platform.
Colin Thompson, founder and CEO of Sodalis, said the acquisition was “a significant step in building a high‑quality, international specialty insurance platform”, adding that Amiga’s underwriting expertise and relationships would complement Sodalis’s broader growth strategy.
Topping said the move reflected B.P. Marsh’s ability to create “strategic opportunities across our portfolio”, noting that the firm would continue its relationship with the Amiga team via its stake in Sodalis rather than as a direct shareholder.
The transaction reunites Thompson with Amiga founder and group CEO Adam Kembrooke, alongside several former Nexus colleagues.
Under the new structure, Thompson will join the Amiga Specialty Group board, while Kembrooke will take a seat on the Sodalis Group board. Amiga will continue to operate under its existing brand and leadership team, with Sodalis providing capital and strategic backing rather than day‑to‑day control.
Kembrooke said Amiga had been built “to be a different kind of specialty platform - underwriting‑led, people‑first, and globally minded from day one”, and that partnering with Sodalis would accelerate that journey while preserving what he sees as the company’s differentiating features. He added that the partnership offered “a rare opportunity to build something special for a second time” with a familiar leadership group on a more modern platform.
Thompson described it as “a nice turn of events to be working with Adam again”, pointing to a shared ethos and appetite for growth and the chance to build “another world‑class platform together at Amiga”.
The deal comes less than a year after Amiga Specialty’s launch in summer 2025, during which time the MGA has expanded both its product set and geographic footprint.
Amiga has secured strategic capacity partnerships with A‑rated carriers including AXA XL, various Lloyd’s of London syndicates, IGI and Accelerant, with further arrangements expected. It has launched underwriting divisions for financial institutions, management liability, professional liability and transactional risks, with marine yachts, aviation and cyber slated to follow this year.
The business has also established operations in the UK, Europe, Hong Kong and the US, with a Middle East presence expected in the second half of 2026, and has invested in a fully cloud‑based underwriting platform and AI‑enabled technology stack.
