TIDMHUW
RNS Number : 3910L
Helios Underwriting Plc
30 September 2016
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 GBP5.25 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 GBP650,000 at the Issue
Price) in the Placing. Will Roseff, a substantial shareholder, has
also subscribed for 840,000 Placing Shares (approximately GBP1.26
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 Beneficial
holding before Placing holding following
the Placing Shares 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 5:30 p.m. on
in the Open Offer 29 September
Announcement of the Placing and the 30 September
Open Offer
Expected ex-entitlement date for the 3 October
Open Offer
Admission of the Placing Shares to 6 October
trading on AIM
Despatch of the Circular, the Form 10 October
of Proxy and, in respect of Qualifying
Non-CREST Shareholders, the Application
Form
Open Offer Entitlements credited to 11 October
CREST stock accounts of Qualifying
CREST Shareholders
Recommended latest time and date for 4:30 p.m. on
requesting withdrawal of Open Offer 19 October
Entitlements from CREST
Latest time for depositing Open Offer 3:00 p.m. on
Entitlements into CREST 20 October
Latest time and date for splitting 3.00 p.m. on
Application Forms 21 October
Latest time and date for receipt of 11:00 a.m. on
Forms of Proxy for the General Meeting 25 October
Latest time and date for receipt of 11:00 a.m. on
completed Application Forms and payment 26 October
in full under the Open Offer or settlement
of relevant CREST instruction (as
appropriate)
General Meeting 11:00 a.m. on
27 October
Result of Open Offer announced 27 October
Admission of the Open Offer Shares 8:00 a.m. on
to trading on AIM 28 October
Open Offer Shares in uncertificated 28 October
form expected to be credited to accounts
in CREST (uncertificated holders only)
Expected despatch of definitive share Week commencing
certificates for the Open Offer Shares 31 October
(certificated holders only)
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 GBP33 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
APPIX 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;
AIM the AIM market operated by
the London Stock Exchange;
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;
Announcement this announcement (including
the appendices to this announcement)
Application Form the application form to be
used by Qualifying Non-CREST
Shareholders in connection
with the Open Offer;
certificated or the description of a share
in certificated or other security which is
form not in uncertificated form
(that is not in CREST);
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;
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;
CREST the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear
is the Operator (as defined
in the CREST Regulations);
CREST Regulations the Uncertificated Securities
Regulations 2001;
Euroclear Euroclear UK & Ireland Limited;
Excluded Overseas other than as agreed by the
Shareholders Company and Stockdale or as
permitted by applicable law
and regulation, Shareholders
who are located or have registered
addresses in a Restricted Jurisdiction;
Existing Ordinary the 10,621,297 Ordinary Shares
Shares in as at the date of this Announcement;
Issue Price GBP1.50 per New Ordinary Share;
London Stock Exchange London Stock Exchange plc;
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;
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;
Open Offer Entitlements an entitlement to subscribe
for Open Offer Shares, allocated
to a Qualifying Shareholder
under the Open Offer;
Open Offer Shares up to 2,124,259 New Ordinary
Shares to be offered to Qualifying
Shareholders under the Open
Offer;
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;
Ordinary Shares ordinary shares of 10 pence
each in the capital of the
Company;
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;
Placing Shares the up to 3,500,000 Placing
Shares to be issued by the
Company under the Placing;
Placing the placing of the Placing
Shares with the Placees pursuant
to the Placing Agreement;
Placing Agreement the agreement dated 30 September
2016 between the Company and
Stockdale Securities Limited
relating to the Placing;
Qualifying CREST Qualifying Shareholders whose
Shareholders Existing Ordinary Shares on
the register of members of
the Company on the Record Date
are in uncertificated form;
Qualifying Non-CREST Qualifying Shareholders whose
Shareholders Existing Ordinary Shares on
the register of members of
the Company on the Record Date
are held in certificated form;
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;
Record Date the record date for the Open
Offer, which is expected to
be 29 September 2016;
Regulatory Information has the meaning given in the
Service AIM Rules for Companies;
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;
Shareholders holders of Existing Ordinary
Shares;
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;
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;
UK or United Kingdom the United Kingdom of England,
Scotland, Wales and Northern
Ireland;
US or USA or United the United States of America,
States its territories and possessions,
any state of the United States
of America and the District
of Columbia; and
GBP or sterling sterling, the legal currency
pounds of the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCURVORNUAKOAR
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