Update on Proposed Transaction

Financials Acquisition Corp

08 September 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

8 September 2023

Update on Proposed Transaction

Financials Acquisition Corp

(the "Company")

Financials Acquisition Corp (the "Company") announces that London Innovation Underwriters Limited ("LIU") has separately been established in order to implement its strategy of becoming a listed operating company deploying funds into the Lloyd's of London insurance market (the "Proposed Transaction").

It is intended that the Proposed Transaction will be implemented through a business combination with LIU, which will seek to raise a significant sum of equity capital through a listing of LIU on the Main Market of the London Stock Exchange (the "Capital Raising"). A further announcement will be made by the Company when the business combination agreement has been entered into.

The Lloyd's of London insurance market has a strong track record of innovation and underwriting expertise which LIU intends to access, via London Bridge 2 PCC Ltd ("LB2"), a third party protected cell risk transformation vehicle which allows easier access for institutional capital into the Lloyd's insurance market. The Company believes that through its combination with LIU, it can create an efficient vehicle for investors to access attractive returns in the Lloyd's insurance market without paying significant goodwill or adding further fee structures.

The Lloyd's market is currently experiencing its best rating environment in many years, as evidenced by yesterday's H1 results which showed an 85.2% combined ratio after 22 consecutive quarters of positive price improvement. It is intended that LIU will provide investors with capital efficient access to some of the best underwriting in the Lloyd's market and that the Core Syndicate book will comprise of established syndicates which have been chosen for their underwriting expertise and diversification benefit.  The Company will also look to substantively replicate the performance of Lloyd's through a similar sized Broad Market Exposure book, as well as establishing an Innovation and Seed book to gain exposure to growth syndicates focused on fast-growing risk classes, new approaches to data in underwriting, and new models of risk transformation. Based upon current market conditions the Company will be targeting an average return on equity of more than 20% over the next five years.

The Company believes that its management team and board of directors have the skills and relationships with some of the best underwriters in the Lloyd's market to execute this strategy. Working with AON as a core reinsurance broker, LIU has secured significant conditional capacity commitments from syndicates which it intends to support by deploying proceeds raised in the Capital Raising as Funds At Lloyd's (FAL) through LB2. LIU has set up LIU Corporate Member Ltd as its wholly owned subsidiary and as a corporate member to provide the FAL. LIU is working with Argenta as a members agent, who will manage the research, reporting and analysis allowing LIU to fine tune the portfolio of syndicates. The book of reinsurance is currently anticipated to have a capital requirement below 50%, which would give LIU sufficient capital to support up to £1 billion of capacity assuming a successful completion of the Proposed Transaction.

The Company has engaged UBS AG London Branch ("UBS") and HSBC Bank plc ("HSBC") as Joint Global Co-ordinators and Joint Bookrunners, and The Growth Stage Limited ("TGS"), Panmure Gordon (UK) Limited ("Panmure") and Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) ("KBW") as Co-Bookrunners to the proposed capital raise.

Will Allen, Chief Executive Officer of the Company said:

"We believe LIU will offer a unique opportunity for investors to gain efficient access and diversified exposure to the Lloyd's market with liquidity. We are pleased with the initial reaction we have received from both investors and underwriters and look forward to the next stage of the transaction."

Enquiries

Financials Acquisition Corp

William Allen (Chief Executive Officer)

[e-mail]

FGS Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
[phone]
[e-mail]

The information contained in this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of the UK Market Abuse Regulation. By publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is William Allen, Chief Executive Officer.

The Company's LEI is 254900SWRQCI5ZUQEF15.

DISCLAIMER

These materials may not be published, distributed or transmitted in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such release, publication or distribution would be unlawful. These materials do not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for securities (the "Securities") of the Company in any jurisdiction where such an offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The Securities have not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The Securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.  

This publication constitutes neither an offer to sell nor a solicitation to buy Securities. An investment decision regarding the Securities should only be made on the basis of the FCA-approved prospectus, which will be published in due course if the Company is able to agree the terms of any Business Combination and enter into definitive binding agreements in respect of such transaction and will be available free of charge on the Company's website.

This announcement does not constitute a prospectus. In the United Kingdom, this announcement is only being distributed to, and is only directed at, "qualified investors", within the meaning of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (as amended), who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is only available to Relevant Persons and will be engaged only with Relevant Persons.

The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States to persons who are "qualified investors" within the meaning of Article 1(4)(a) and Article 2(e) of Regulation (EU) 2017/1129, as amended.

This announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, a Business Combination, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as of the date of this announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this announcement is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA") or the UK Market Abuse Regulation.

None of the Banks, nor any of their respective subsidiaries, holding companies, branches or affiliates nor any of their respective directors, officers, employees, agents or advisers owes or accepts any duty, responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) to any person in relation to this announcement or for any acts or omissions of the Company, and no representation or warranty, express or implied, is made by any of them as to the contents of this announcement, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by the Company, or on its behalf, or by any of the Banks, or on their behalf, in connection with the Company, LIU, nor any of their respective subsidiaries or associated companies, and nothing in this announcement should be relied upon as a promise or representation in this respect, whether or not to the past or future. To the fullest extent permitted by law, each of the Banks and their respective subsidiaries, holding companies, branches and affiliates and their respective directors, officers, employees, agents, or advisers accordingly disclaim all and any responsibility or liability whatsoever (whether direct or indirect and whether arising in tort, contract, under statute or otherwise), which they might otherwise have in respect of this announcement.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority ("PRA") and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom.

HSBC is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.

Each of Panmure, KBW and TGS is authorised and regulated in the United Kingdom by the FCA.

Each of the Banks are acting exclusively for the Company in connection with the process or contents of this announcement. In connection with such matters, each of the Banks will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.

 

END