Helios Underw Regulatory News (HUW)

28 September 2012

Hampden Underwriting plc

("Hampden Underwriting" or the "Company")

Interim results for the six months ended 30 June 2012

Appointment of CEO

Hampden Underwriting plc, which provides investors with a limited liability direct investment into the Lloyd's insurance market, announces its unaudited interim results for the six months ended 30 June 2012 and the appointment of a Chief Executive Officer.

Highlights

● Premium written during the period totalled £5.0m (an increase of 10% over the same period last year)

● Net profit of £247,000 (compared to a loss of £536,000 over the same period last year)

● Earnings per share of 3.33p (compared to (7.23)p over the same period last year)

● Net assets increased to £7.7m

● Nigel Hanbury appointed as CEO and his NameCo 917 to be acquired by the Company for shares

Commenting upon these results, Sir Michael Oliver, Chairman, said:

"It gives me great pleasure to be able to report a profit of £247,000 at the half year as opposed to a loss of £536,000 over the same period last year. This is of course largely due to the lack of catastrophe losses in the first six months of 2012 and it remains our intention to pay an interim dividend later in the year. I am also delighted to be able to say that we have appointed Nigel Hanbury as Chief Executive Officer. Many of our shareholders will know Nigel well from his time as CEO and then Chairman of Hampden Agencies and I am sure that his drive and enthusiasm will be brought to his new role."

For further information please contact:

Additional information

Nigel John Hanbury (aged 55) currently owns (directly and indirectly) 147,685 ordinary shares in the Company; on completion of the proposed acquisition by the Company of Nameco (No. 917) Limited ("NameCo 917"), it is expected that he will own (indirectly) a further 1,113,572 ordinary shares. Under the terms of his service agreement with the Company, he will be entitled to an annual salary of £75,000 and a bonus of 15% of the amount by which the audited annual net profit of the Company exceeds £500,000. He is currently a director/partner of the following companies/partnerships: Nomina No.084 LLP; ALM Ltd; NJ Hanbury Ltd; Upperton Holdings Ltd; Hanbury Trading Ltd; Pooks Ltd; Nameco (No. 917) Ltd; Headwinds Investments plc; PF Hanbury & Son; Capital Holdings Ltd; Hampden Insurance Protected Cell Company (Guernsey) Ltd, and has been a director of the following companies in the last five years: Hampden Agencies Ltd; Hampden Capital plc; Red Squirrel Survival Trust Ltd; Syndicate 138 Ltd.

NameCo 917 is a corporate member of Lloyd's which the Company has agreed (subject to regulatory approval) to acquire from Upperton Holdings Limited (which itself is wholly-owned by Nigel Hanbury) for a consideration of 1,113,572 new ordinary shares in the Company. The 2012 underwriting capacity of Nameco 917 is £1.7 million; this compares with Hampden Underwriting's 2012 capacity of £9.3 million. Nameco 917 is advised by Hampden Agencies and participates in a spread of Lloyd's syndicates similar to Hampden Underwriting's own participation. In the year ended 31 December 2011, Nameco 917 made a profit before tax of £0.1 million on gross premiums written of £1.2 million and had net assets of £1.8 million at that date (this is before a post year-end dividend of £0.7 million). Hampden Underwriting will contribute an estimated further £0.5 million in cash to its funds at Lloyd's to support the Company's enlarged underwriting activities.

Chairman's Statement

It gives me great pleasure to be able to report a profit of £247,000 at the half year as opposed to a loss of £536,000 over the same period last year. This is of course largely due to the lack of catastrophe losses in the first six months of 2012 and it remains our intention to pay an interim dividend later in the year.

In my statement to you in the 2011 annual report and accounts, I said that we had made a good start and that now was the time for expansion. Since the Company floated on AIM in 2007, it has weathered the Lloyd's cycle with the worst year on record in 2011 and some profitable years in 2008 and 2009. The Company has fulfilled its stated prospectus objective by underwriting though Hampden MAPAs and also making some very successful acquisitions of existing NameCos.

The Board is currently comprised of non-executive directors and we consider that there is a need for a full-time executive to take the Company to the next steps in its development. I am therefore very pleased to be able to say that Nigel Hanbury has been appointed Chief Executive Officer with immediate effect. Nigel has also agreed to sell his NameCo 917 to the Company in exchange for shares. The price of this acquisition, which will increase our underwriting capacity by £1.7 million, is based on net asset value and so there should be no NAV dilution for existing shareholders. The new shares will rank pari passu in all respects with existing shares and, when they are issued, Nigel's shareholding (direct and indirect) in the Company will increase to approximately 15%.

Many of you will know Nigel from his time as CEO and then Chairman of Hampden Agencies and I am delighted to welcome him to the Board as CEO. I am sure that his drive and enthusiasm will be brought to his new role.

Sir Michael Oliver

Non-executive Chairman

27 September 2012

Condensed Consolidated Statement of Comprehensive Income

Six months ended 30 June 2012

The profit/(loss) and earnings per share set out above are in respect of continuing operations.

The accounting policies and notes are an integral part of these Interim Financial Statements.

Condensed Consolidated Statement of Financial Position

At 30 June 2012

Condensed Consolidated Statement of Cash Flows

Six months ended 30 June 2012

Condensed Statement of Changes in Shareholders' Equity

Six months ended 30 June 2012

Notes to the Interim Financial Statements

Six months ended 30 June 2012

1. Accounting policies

Basis of preparation

The Interim Financial Statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) and in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

The Interim Financial Statements are prepared for the six months ended 30 June 2012.

The Interim Financial Statements incorporate the results of Hampden Underwriting plc, Hampden Corporate Member Limited, Nameco (No. 365) Limited, Nameco (No. 605) Limited and Nameco (No. 321) Limited.

The Interim Financial Statements are unaudited, but have been subject to review by the Group's auditors. The Interim Financial Statements have been prepared in accordance with the accounting policies adopted for the year ended 31 December 2011.

The comparative figures are based upon the Group Financial Statements for the year ended 31 December 2011, and have been reported on by the Group's auditors and were delivered to the Registrar of Companies on 22 June 2012.

The underwriting data on which these Interim Financial Statements are based upon has been supplied by the managing agents of those syndicates which the Group supports. The data supplied is the 100% figures for each syndicate. The Group has applied its share of the syndicate participations to the gross figures to derive its share of the syndicates transactions, assets and liabilities.

Significant accounting policies

The Interim Financial Statements have been prepared under the historical cost convention. The same accounting policies, presentation and methods of computation are followed in these Interim Financial Statements as were applied in the preparation of the Group Financial Statements for the year ended 31 December 2011.

2. Segmental information

Primary segment information

The Group has three primary segments which represent the primary way in which the Group is managed:

·; Syndicate participation;

·; Investment management;

·; Other corporate activities.

Secondary segment information

The Group does not have any secondary segments as it considers all of its activities to arise from trading within the UK.

3. Insurance liabilities and reinsurance balances

Movement in claims outstanding

Movement in unearned premium

4. Net investment income

5. Income tax expense

The income tax credit/(expense) is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used is 26% (2011: 27%). Material disallowed items have been adjusted for in the income tax calculation.

6. Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

The Group has no dilutive potential ordinary shares.

Earnings per share have been calculated in accordance with IAS 33.

Reconciliation of the earnings and weighted average number of shares used in the calculation is set out below.

7. Dividends

No equity dividends were proposed, declared or paid in the period (2011 - £Nil).

8. Share capital and share premium

9. Retained earnings

10. Related party transactions

Hampden Underwriting plc has provided inter-company loans to Hampden Corporate Member Limited, Nameco (No.365) Limited, Nameco (No.605) Limited and Nameco (No. 321) Limited, all 100% subsidiaries of the Company. Interest is charged on the loans at base rate plus 0.125%. The loans are repayable on three months' notice provided it does not jeopardise the ability of Hampden Corporate Member Limited, Nameco (No.365) Limited, Nameco (No.605) Limited and Nameco (No.321) Limited to meet their liabilities as they fall due. The amounts outstanding as at 30 June are set out below:

Hampden Corporate Member Limited, Nameco (No.365) Limited, Nameco (No.605) Limited and Nameco (No.321) Limited ("Corporate Members") are 100% subsidiaries of the Company and have entered into a management agreement with Nomina plc. Jeremy Richard Holt Evans, a Director of Hampden Underwriting plc and the Corporate Members is also a Director of Nomina plc. Under the agreement, Nomina plc provides management and administration, financial tax and accounting services to the Group for an annual fee of £2,750 (2011: £2,750) per Corporate Member.

The Corporate Members are100% subsidiaries of the Company and have entered into a member's agent agreement with Hampden Agencies Limited. Jeremy Richard Holt Evans, a Director of Hampden Underwriting plc and the Corporate Members and Sir James Michael Yorrick Oliver, a Director of Hampden Underwriting plc, are also Directors of Hampden Capital plc which controls Hampden Agencies Limited. Under the agreement the Corporate Members will pay Hampden Agencies Limited a fee based on a fixed amount, which will vary depending upon the number of syndicates the Corporate Members underwrites on a bespoke basis, and a variable amount depending on the level of underwriting through the members' agent pooling arrangements. In addition, the Corporate Members will pay profit commission on a sliding scale from 1% of the net profit up to a maximum of 10%. The total fees payable are set out below:

Hampden Underwriting plc has entered into a company secretarial agreement with Hampden Legal plc. Under the agreement, Hampden Legal plc provides company secretarial services to the Group for an annual fee of £42,000. During the period, company secretarial fees of £17,500 (2011: £35,000) were charged to Hampden Underwriting plc. Hampden Holdings Limited has a controlling interest in both Hampden Legal plc and Hampden Capital plc.

11. Syndicate participations

The syndicates and members' agent pooling arrangements ("MAPA") in which the Company's subsidiaries participate as corporate members of Lloyd's as are follows:

12. Group owned net assets

The Group balance sheet includes the following assets and liabilities held by the syndicates on which the Group participates. These assets are subject to trust deeds for the benefit of the relevant syndicates' insurance creditors. The table below shows the split of the Group balance sheet between group and syndicate assets and liabilities.

13. Announcement

A copy of this announcement will be available on the Company's website, www.hampdenplc.com.