Helios Underwriting Plc Result of Placing and Subscription (5602R)

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                                       [phone] / [e-mail] 
   Arthur Manners - Chief Financial Officer                       [phone] 

Shore Capital (Nomad and Broker)

Robert Finlay [phone]

David Coaten

Henry Willcocks

Willis Re Securities (Financial Adviser)

Alastair Rodger [phone]

Quentin Perrot [phone]

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 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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March 09, 2021 02:00 ET (07:00 GMT)