TIDMHUW
RNS Number : 5602R
Helios Underwriting Plc
09 March 2021
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 OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
09 March 2021
Helios Underwriting plc
("Helios", "Company" or the "Group")
Result of Placing and Subscription
Helios, the unique investment vehicle which acquires and
consolidates underwriting capacity at Lloyd's , is pleased to
announce that, following the announcement released on 8 March 2021
("Announcement"), it has successfully raised gross proceeds of
approximately GBP53.5 million through a placing of, and a
subscription for, an aggregate of 33,412,625 New Ordinary Shares at
a price of GBP1.60 per share.
A total of 6,037,625 New Ordinary Shares have been placed at the
Issue Price with existing and new investors pursuant to the
Placing, thereby raising approximately GBP9.7 million, subject to
Shareholder approval.
In addition, a total of 27,375,000 New Ordinary Shares have been
subscribed for under the Subscription at the Issue Price, thereby
raising GBP43.8 million, subject to Shareholder approval.
The Announcement also confirmed that the Company proposes to
raise up to a further approximately GBP3.0 million by way of a
conditional open offer of 1,861,787 Open Offer Shares to Qualifying
Shareholders at the Issue Price, subject to Shareholder
approval.
The Placing, Subscription and Open Offer are all conditional,
inter alia, upon the passing of certain Resolutions. Accordingly,
the Circular is expected to be posted later today, notifying
Shareholders of the General Meeting on 1 April 2021. Due to the
need to observe the UK Government's current guidance on social
distancing and in light of the laws restricting individuals'
ability to meet with others to help prevent the spread of Covid-19,
this general meeting will be held behind closed doors. Accordingly,
the Board will ensure a quorum is present but regrettably no
additional Shareholders will be able to attend the General Meeting.
This is essential to ensure the General Meeting's proper conduct
and safe operation.
The Placing was conducted by way of an accelerated book build
process. Shore Capital acted as sole broker on the Placing.
The Issue Price represents a discount of approximately 17.9 per
cent. to the closing price of GBP1.95 per share on 8 March 2020 and
a premium of 6.0 per cent. to the Company's pro-forma adjusted net
asset value of GBP1.51 per share as at 30 June 2020, announced on
16 February 2021.
An application will be made for the admission of the Placing
Shares, the Subscription Shares and the Open Offer Shares to
trading on AIM and dealings in the Placing Shares, Subscription
Shares and Open Offer Shares are expected to commence at 8.00 a.m.
on 9 April 2021 (or such later date, being not later than 8.00 a.m.
on 30 April 2021, as the Company and Shore Capital may agree). The
Placing Shares and the Subscription Shares, when issued, will rank
pari passu with the Existing Ordinary Shares.
Related Party Transaction
Polar Capital has agreed to subscribe for 4,875,000 Placing
Shares. As at the date of this announcement, Polar Capital holds
5,000,000 Existing Ordinary Shares representing approximately 14.9
per cent. of the Existing Ordinary Shares. As such, Polar Capital
is a substantial shareholder of the Company and its participation
in the Placing is a related party transaction pursuant to AIM Rule
13 of the AIM Rules.
The Directors consider, having consulted with the Company's
nominated adviser, Shore Capital, that the terms of Polar Capital's
participation in the Placing is considered fair and reasonable
insofar as the Shareholders are concerned.
A copy of the Circular will shortly be available on the
Company's website at www.huwplc.com .
Nigel Hanbury, Chief Executive of Helios, commented:
" This is a period of unprecedented opportunity for Helios, with
a hardening market coupled with the opportunities we see to make
further LLV acquisitions which would be value enhancing for our
shareholders . Helios is uniquely positioned to capitalise on these
opportunities. We are delighted with the results of the fundraise
and thank our existing shareholders for their support and welcome
our new investors."
All capitalised terms in this announcement are as defined in the
Company's Announcement.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (ED No.596/2014) (and
all delegated regulations, implementation directives, technical
standards and guidance issued by European Securities and Markets
Authority from time to time, as implemented in the UK by the
European Union (Withdrawal) Act 2018 (as amended by the European
Union (Withdrawal) Act 2020))("UK MAR"), encompassing information
relating to the Placing, the Subscription and the Open Offer as
described above, and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR.
For further information please contact:
Helios Underwriting plc
Nigel Hanbury - Chief Executive +44 (0)7787 530 404 / nigel.hanbury@huwplc.com
Arthur Manners - Chief Financial Officer +44 (0)7754 965 917
Shore Capital (Nomad and Broker)
Robert Finlay +44 (0)20 7408 4080
David Coaten
Henry Willcocks
Willis Re Securities (Financial Adviser)
Alastair Rodger +44 (0)20 3124 6033
Quentin Perrot +44 (0)20 3124 6499
Buchanan
Helen Tarbet / Henry Wilson / George Beale +44 (0)7872 604 453
+44 (0) 20 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 GBP110m of capacity
for the 2021 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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