Helios Underwriting plc
("Helios" or the "Company")
Result of Open Offer
Result of General Meeting
Total Voting Rights
and
Directors' Shareholdings
Result of Open Offer
Further to its announcement of 13 June 2019 ("Announcement"), Helios announces the result of the Open Offer to Qualifying Shareholders.
The Open Offer closed for applications at 11.00 a.m. on 15 July 2019 and the Company announces that it has received valid acceptances from Qualifying Shareholders in respect of 800,584 Open Offer Shares, which includes applications received under the Excess Application Facility. This represents 53.9 per cent. of the Open Offer Shares available under the Open Offer which at the Issue Price has raised approximately £1.02 million for the Company.
The Open Offer and the Placing have raised in aggregate approximately £2.2 million for the Company, which will be used to strengthen its balance sheet and provide readily available funds to acquire further limited liability vehicles that participate in syndicates at Lloyd's when attractive opportunities arise.
Result of General Meeting
Helios is pleased to confirm that the resolutions relating to the Fundraise, Acquisition, Waiver and the HIPCC Reorganisation, as announced on 13 June 2019, proposed at the Company's General Meeting held earlier today were duly passed.
Total voting rights
Application has been made for 3,286,666 new Ordinary Shares to be admitted to trading on AIM comprising 895,313 Placing Shares, 1,590,769 Consideration Shares and 800,584 Open Offer Shares ("Admission"). Admission is expected to occur at 8.00 a.m. on 17 July 2019.
Following Admission, the Company's total number of Ordinary Shares in issue shall be 18,135,128 (excluding shares held in treasury), each carrying voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company also holds 255,778 ordinary shares in treasury, which do not carry voting rights.
Directors' and substantial shareholder's shareholdings
The Directors' and substantial shareholder's resulting shareholdings immediately following Admission are detailed below:
| Director | Current shareholding | % of issued share capital | Placing Shares | Consideration Shares | Open Offer Shares | Shareholding immediately following Admission | % of issued share capital following Admission |
| Nigel Hanbury* | 2,736,871 | 18.4% | - | 1,590,769 | - | 4,327,640 | 23.9% |
| Arthur Manners** | 333,334 | 2.2% | 15,625 | - | 13,333 | 362,292 | 2.0% |
| Edward Fitzalan-Howard | 333,333 | 2.2% | 19,531 | - | - | 352,864 | 1.9% |
| Jeremy Evans | 58,670 | 0.4% | 7,813 | - | - | 66,483 | 0.4% |
| Michael Cunningham | 37,167 | 0.3% | 19,531 | - | - | 56,698 | 0.3% |
| Andrew Christie | 12,166 | 0.1% | 7,813 | - | - | 19,979 | 0.1% |
|
|
|
|
|
|
|
|
|
| Substantial Shareholder |
|
|
|
|
|
|
|
| Will Roseff | 3,711,542 | 25.0% | 625,000 | - | 371,153 | 4,707,695 | 26.0% |
*Includes 300,000 Ordinary Shares which are jointly owned by Nigel Hanbury and the JSOP Trustee in accordance with the JSOP.
** Includes 200,000 Ordinary Shares which are jointly owned by Arthur Manners and the JSOP Trustee in accordance with the JSOP.
In addition to Arthur Manners' subscription under the Placing as described in the Circular, due to an administrative error, Mr Manners' broker applied for his basic entitlement under the Open Offer and he will therefore also receive 13,333 Open Offer Shares on Admission.
This announcement should be read in conjunction with the Announcement and the full text of the Circular sent to Shareholders, dated 19 June 2019, copies of which are available on the Company's website at www.huwplc.com. Capitalised terms in this announcement have the same meaning as given in the Circular.
For further information please contact:
Helios Underwriting plc
Nigel Hanbury - Chief Executive 020 7863 6655/ [email protected]
Arthur Manners - Chief Financial Officer 07754 965 917
Shore Capital
Robert Finlay/David Coaten 020 7601 6100
Buchanan
Helen Tarbet 020 7601 6100
Henry Wilson
Hannah Ratcliff
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 £54m of capacity for the 2019 account. The portfolio provides a good spread of business being concentrated in property insurance and reinsurance. For further information please visit www.huwplc.com.