TIDMHUW
RNS Number : 3026B
Helios Underwriting Plc
07 October 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HELIOS UNDERWRITING PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF HELIOS
UNDERWRITING PLC.
MEMBERS OF THE PUBLIC SHALL NOT BE ELIGIBLE TO TAKE PART IN THE
PROPOSED FUNDRASING, WHICH IS TO BE LIMITED TO PERSONS WHO: (i)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR
(ii) ARE PERSONS WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE ORDER; OR
(iii) ARE PERSONS WITHIN ARTICLE 50 ("SOPHISTICATED INVESTORS") OF
THE ORDER; OR (iv) ARE PERSONS WITHIN ARTICLE 51 ("ASSOCIATIONS OF
HIGH NET WORTH OR SOPHISTICATED INVESTORS") OF THE ORDER; OR (v)
ARE PERSONS WHO MIGHT OTHERWISE BE LAWFULLY ENTITLED TO PARTICIPATE
IN THE FUNDRAISING.
FOR IMMEDIATE RELEASE
7 October 2020
Helios Underwriting plc
("Helios" or the "Company")
Proposed Fundraising
Further to its announcement of 10 August 2020 (the
"Announcement"), Helios , the unique investment vehicle which
acquires and consolidates underwriting capacity at Lloyd's,
confirms that the Board is considering a fundraising to raise
GBP20.0 million through the issue of new ordinary shares in the
Company ("New Shares") to take advantage of the attractive
opportunities for growth and shareholder value enhancement in the
hardening market (the "Fundraising"). The Company currently has
indications of interest for the substantial part of the
Fundraising, including sizeable orders from insurance specialist
institutional investors.
The discussions with potential investors have crystallised
around an issue price of 120 pence per share ("Issue Price"), being
a discount of approximately 42 per cent. to adjusted net asset
value ("ANAV"), but a premium of approximately 25 per cent. to the
closing mid-market price on 6 October 2020. An issue at this price
and to raise no more than GBP20 million will limit the dilution to
existing shareholders' ANAV per share, whilst allowing the Company
to raise the necessary firepower to finance the additional capital
required to fund the increase in the Company's capacity from
pre-emptions, make further LLV acquisitions, to increase Helios'
retained capacity and to participate in upcoming capacity auctions.
The Fundraising is expected to be subject to shareholder
approval.
As part of the Fundraising, the Company intends to enter into
conditional agreements with Nigel Hanbury, Chief Executive of the
Company, and Arthur Manners, Chief Financial Officer of the
Company, to acquire an LLV from each of them for a combined
consideration of GBP5.5 million, being a 21 per cent. discount to
their Humphrey valuation of approximately GBP7.0 million, expected
to be satisfied by the allotment and issue of mainly New Shares
(approximately GBP4.3 million) and some cash (approximately GBP1.0
million, after the repayment of an inter-company loan of
approximately GBP1.2 million) at completion ("Acquisitions"). The
Acquisitions are in-line with the Company's strategy to increase
its underwriting capacity, but also enables Nigel Hanbury and
Arthur Manners to continue to invest in the Company, within the
context of the Fundraising, further aligning themselves with the
Company's shareholders. The Acquisitions are expected to constitute
related party transactions for the purpose of the AIM Rules and
will require specific shareholder approval and a statement from
Shore Capital, the Company's nominated adviser, as to the fairness
and reasonableness of the terms of Acquisitions.
Discussions are ongoing and remain at an early stage and a
further announcement will be made in due course. There can be no
certainty that the Fundraising and Acquisitions will be completed,
nor as to the terms on which it may be achieved.
Nigel Hanbury, Chief Executive of Helios, commented:
"We are most encouraged by the progress we have made on the
potential fundraising thus far, and by the significant interest we
have seen from well-known and respected insurance specialist
institutions.
"We remain convinced that this is a period of unprecedented
opportunity for Helios, with a hardening market coupled with the
opportunities we see to increase capacity from pre-emptions, make
further LLV acquisitions and participate in capacity auctions, all
of which would be value enhancing for our shareholders."
Market soundings, as defined in the Market Abuse Regulation
("MAR"), have been taken in respect of the proposed Fundraising,
with the result that certain persons became aware of inside
information, as permitted by MAR. That inside information is set
out in this announcement and has been disclosed as soon as possible
in accordance with paragraph 7 of Article 17 of MAR.
For further information, please contact:
Helios Underwriting plc
Nigel Hanbury - Chief Executive 07787 530 404 / nigel.hanbury@huwplc.com
Arthur Manners - Chief Financial Officer 07754 965 917
Shore Capital
Robert Finlay 020 7408 4080
David Coaten
Henry Willcocks
Buchanan
Helen Tarbet / Henry Wilson / George Beale 07872 604 453
020 7466 5111
About Helios
Helios provides a limited liability direct investment into the
Lloyd's insurance market and is quoted on the London Stock
Exchange's AIM market (ticker: HUW). Helios trades within the
Lloyd's insurance market writing approximately GBP70m of capacity
for the 2020 account. The portfolio provides a good spread of
business being concentrated in property insurance and reinsurance.
For further information please visit www.huwplc.com.
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