Result of Placing and Subscription

RNS Number : 4228H

Helios Underwriting Plc

24 November 2022

 

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

24 November 2022

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 23 November 2022 ("Announcement"), it has successfully raised gross proceeds of approximately £12.5 million through a placing of, and a subscription for, an aggregate of 8,043,927 New Ordinary Shares at a price of £1.56 per share.

A total of 7,843,927 New Ordinary Shares have been placed at the Issue Price with investors pursuant to the Placing, thereby conditionally raising approximately £12.2 million, subject to Shareholder approval. 

In addition, a total of 200,000 New Ordinary Shares have been subscribed for under the Subscription at the Issue Price, thereby raising £312,000 million, subject to Shareholder approval.

The Announcement also confirmed that the Company proposes to raise up to a further approximately £1.5 million by way of a conditional open offer of 984,088 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 13 December 2022.

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 0.3 per cent. to the closing price of £1.565 per share on 22 November 2022.

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 14 December 2022 (or such later date, being not later than 8.00 a.m. on 31 December 2022, as the Company and Shore Capital may agree). The Placing Shares, Subscription Shares and Open Offer Shares, when issued, will rank pari passu with the Existing Ordinary Shares.

Director's Participation

The interests (all of which are beneficial unless stated otherwise) of the Directors, and their respective immediate families and of persons connected with them (within the meaning of section 252 of the Act) in the Existing Ordinary Shares as at the Latest Practicable Date and as they are expected to be following Admission (assuming that the Placing Shares, the Subscription Shares and the maximum number of Open Offer Shares are issued) are as follows:

	At the Latest Practicable Date		Participation in the Placing or Subscription	Expected Open Offer Participation	Immediately following Admission
Name	Number of Ordinary Shares	Percentage of Existing Ordinary Shares	Number of Placing Shares or Subscription Shares	Number of Open Offer Shares	Number of Ordinary Shares	Percentage of Enlarged Share Capital****
Michael Cunningham	86,848	0.13%	200,000	-	286,848	0.37%
Nigel Hanbury*	9,549,794	13.86%	12,564	-	9,562,358	12.27%
Arthur Manners**	1,187,368	1.72%	-	16,962	1,204,330	1.55%
Andrew Christie	34,317	0.05%	-	-	34,317	0.04%
Edward Fitzalan-Howard	382,864	0.56%	-	-	382,864	0.49%
Martin Reith	130,161	0.19%	127,566	-	257,727	0.33%
Tom Libassi***	13,407,000	19.46%	-	-	13,407,000	17.21%

*  622,500 of Nigel Hanbury's Ordinary Shares are jointly owned in accordance with the Company's Joint Share Ownership Plan - 300,000 of which are detailed in the announcement made by the Company on 14 December 2017 and 322,500 of which are detailed in the announcement made by the Company on 17 August 2021.

**  477,500 of Arthur Manner's shares are jointly owned in accordance with the Company's Joint Share Ownership Plan, 200,000 of which are detailed in the announcement made by the Company on 14 December 2017 and 277,500 of which are detailed in the announcement made by the Company on 17 August 2021.

*** Tom Libassi does not hold Ordinary Shares in the Company but is the Co-founder and Managing Partner of Resolute Global Partners Limited, which funds under management of, or associated with, holds 13,407,000 Ordinary Shares.

**** On the basis that the Open Offer is taken up in full.

A copy of the Circular will shortly be available on the Company's website at www.huwplc.com.

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  [phone] / [e-mail]

Arthur Manners - Chief Financial Officer  [phone]

Shore Capital (Nomad and Broker)

Robert Finlay  [phone]

David Coaten 

Henry Willcocks

Gallagher (Financial Adviser)  [phone]

Deepon Sen Gupta

Alastair Rodger 

Buchanan

Helen Tarbet / Henry Wilson / George Beale   [phone]

  [phone]  

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 £232 million of underwriting capacity for the 2022 year of 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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