Last checked at 30 Sep 2016 14:55
30 September 2016
Helios Underwriting PLC
("Helios" or the "Company")
Results of Placing
Open Offer Timetable
Helios Underwriting Plc is pleased to announce the successful completion of the Placing announced earlier today.
Outcome of the Placing
A total of 3.5 million Placing Shares have been placed with investors at a price of 150 pence per share, raising gross proceeds of £5.25 million. Settlement and Admission of the Placing Shares is expected to occur at 8.00 a.m. on 6 October 2016.
The Placing Shares will represent approximately 33 per cent. of the Existing Ordinary Shares and approximately 24.8 per cent. of the Company's issued share capital, as enlarged by the Placing.
Nigel Hanbury, the Company's Chief Executive Officer, commented: "We are delighted with the interest in the Placing and we would like to welcome our new shareholders and thank all of our existing shareholders for their on-going support. The net proceeds of the Placing will support our future growth and allow us to benefit from the new opportunities that arise following the end of the hurricane season."
Directors' and substantial shareholders' participation
Directors of the Company have, in aggregate subscribed for 433,333 Placing Shares (approximately £650,000 at the Issue Price) in the Placing. Will Roseff, a substantial shareholder, has also subscribed for 840,000 Placing Shares (approximately £1.26 million at the Issue Price) in the Placing.
The participation of the Directors of the Company and Will Roseff (and/or their connected persons) in the Placing are set out in the table below:
Beneficial holding before the Placing | Placing Shares | Beneficial holding following the Placing | |||
(shares) | (%) | (shares) | (shares) | (%) | |
Directors | |||||
Sir Michael Oliver | 19,000 | 0.2 | 10,000 | 29,000 | 0.2 |
Nigel Hanbury | 1,403,016 | 13.2 | 260,000 | 1,663,016 | 11.8 |
Arthur Manners | - | - | 133,334 | 133,334 | 0.9 |
Jeremy Evans | 52,004 | 0.5 | 6,666 | 58,670 | 0.4 |
Michael Cunningham | 20,500 | 0.2 | 16,667 | 37,167 | 0.3 |
Andrew Christie | 5,500 | 0.1 | 6,666 | 12,166 | 0.1 |
Substantial Shareholder | |||||
Will Roseff | 2,696,542 | 25.4 | 840,000 | 3,536,542 | 25.0 |
Total Voting Rights
Application will be made to the London Stock Exchange for the Placing Shares, which will rank pari passu with the Company's Existing Ordinary Shares from the date of Admission, to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on 6 October 2016. Following the issue of the Placing Shares, the issued share capital of the Company will comprise a total of 14,121,297 Ordinary Shares. No Ordinary Shares are held in treasury.
Open Offer Timetable
As announced earlier today, Helios will be making an Open Offer of one (1) Ordinary Share for every five (5) Ordinary Shares held as at the Record Date at the Issue Price.
The Open Offer will be conditional upon Shareholder approval of the resolutions to grant the necessary allotment authority at the General Meeting, which is expected to be convened for on or about 27 October 2016. Placing Shares will not qualify for an entitlement under the Open Offer.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN RESPECT OF THE OPEN OFFER
2016 | |
Record Date for entitlement to participate in the Open Offer
| 5:30 p.m. on 29 September |
Announcement of the Placing and the Open Offer
| 30 September |
Expected ex-entitlement date for the Open Offer
| 3 October |
Admission of the Placing Shares to trading on AIM
| 6 October |
Despatch of the Circular, the Form of Proxy and, in respect of Qualifying Non-CREST Shareholders, the Application Form
| 10 October |
Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders
| 11 October |
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST
| 4:30 p.m. on 19 October |
Latest time for depositing Open Offer Entitlements into CREST
| 3:00 p.m. on 20 October |
Latest time and date for splitting Application Forms | 3.00 p.m. on 21 October |
Latest time and date for receipt of Forms of Proxy for the General Meeting
| 11:00 a.m. on 25 October |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)
| 11:00 a.m. on 26 October |
General Meeting
| 11:00 a.m. on 27 October |
Result of Open Offer announced
| 27 October |
Admission of the Open Offer Shares to trading on AIM
| 8:00 a.m. on 28 October |
Open Offer Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only)
| 28 October |
Expected despatch of definitive share certificates for the Open Offer Shares (certificated holders only) | Week commencing 31 October |
Notes:
(1) Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of Stockdale Securities Limited), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
(2) References to times in this announcement are to London times unless otherwise stated.
(3) Assumes the passing of the resolutions at the General Meeting expected to be convened for 27 October 2016.
-Ends-
For further information, please contact:
Helios
Nigel Hanbury - Chief Executive 020 7863 6655 / nigel.hanbury@huwplc.com
Arthur Manners - Chief Financial Officer 07754 965917
Stockdale Securities 020 7601 6100
Robert Finlay
Richard Johnson
David Coaten
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 £33 million of capacity for the 2016 account. The portfolio provides a good spread of classes of business being concentrated in property insurance and reinsurance. For further information, please visit www.huwplc.com
APPENDIX 1
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
Admission | admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules for Companies;
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AIM | the AIM market operated by the London Stock Exchange;
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AIM Rules for Companies | the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time;
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Announcement | this announcement (including the appendices to this announcement)
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Application Form | the application form to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer;
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certificated or in certificated form | the description of a share or other security which is not in uncertificated form (that is not in CREST);
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Circular | the circular in respect of the Open Offer, including a notice of general meeting, expected to be posted to Shareholders on or around 10 October 2016;
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Company or Helios | Helios Underwriting PLC a company incorporated in England and Wales with registered number 05892671 and having its registered office at 5th Floor 40 Gracechurch Street, London, United Kingdom, EC3V 0BT;
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CREST | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
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CREST Regulations | the Uncertificated Securities Regulations 2001;
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Euroclear | Euroclear UK & Ireland Limited;
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Excluded Overseas Shareholders | other than as agreed by the Company and Stockdale or as permitted by applicable law and regulation, Shareholders who are located or have registered addresses in a Restricted Jurisdiction;
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Existing Ordinary Shares | the 10,621,297 Ordinary Shares in as at the date of this Announcement;
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Issue Price | £1.50 per New Ordinary Share;
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London Stock Exchange | London Stock Exchange plc;
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New Ordinary Shares | up to 5,624,259 new Ordinary Shares to be issued by the Company pursuant to the Placing and the Open Offer;
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Open Offer | the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular in respect of the Open Offer and, in the case of Qualifying Non-CREST Shareholders only, the Application Form;
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Open Offer Entitlements | an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer;
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Open Offer Shares | up to 2,124,259 New Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer;
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Overseas Shareholders | Shareholders with registered addresses outside the UK or who are citizens of, incorporated in, registered in or otherwise resident in, countries outside the UK;
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Ordinary Shares | ordinary shares of 10 pence each in the capital of the Company;
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Placees | the persons who are invited to and who choose to participate in the Placing by agreeing to subscribe for Placing Shares in accordance with the Terms and Conditions;
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Placing Shares | the up to 3,500,000 Placing Shares to be issued by the Company under the Placing;
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Placing | the placing of the Placing Shares with the Placees pursuant to the Placing Agreement;
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Placing Agreement | the agreement dated 30 September 2016 between the Company and Stockdale Securities Limited relating to the Placing;
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Qualifying CREST Shareholders | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form;
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Qualifying Non-CREST Shareholders | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form;
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Qualifying Shareholders | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders;
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Record Date | the record date for the Open Offer, which is expected to be 29 September 2016;
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Regulatory Information Service | has the meaning given in the AIM Rules for Companies;
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Restricted Jurisdictions | each of Australia, Canada, Japan, South Africa, the United States and any other jurisdiction in which the making of the Open Offer would be unlawful;
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Shareholders | holders of Existing Ordinary Shares;
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Stockdale | Stockdale Securities Limited, a company incorporated in England and Wales with registered number 00762818 and having its registered office at Beaufort House, 15 St. Botolph Street, London, EC3A 7BB;
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uncertificated | recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
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UK or United Kingdom | the United Kingdom of England, Scotland, Wales and Northern Ireland;
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US or USA or United States | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
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£ or sterling pounds | sterling, the legal currency of the United Kingdom.
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