TIDMHUW
RNS Number : 5442S
Helios Underwriting Plc
22 December 2016
22 December 2016
Helios Underwriting plc
("Helios" or the "Company")
Proposed acquisition of Pooks Limited and General Meeting
Proposed acquisition of Pooks Limited
Helios is pleased to announce that, in line with its strategy of
increasing underwriting capacity through acquisition, it has
conditionally agreed to acquire Pooks Limited ("Pooks"), a limited
liability member of Lloyd's ("LLV") which is ultimately
beneficially owned by Nigel Hanbury, for a consideration of
GBP870,659 in cash (the "Proposed Transaction").
As a result of Nigel Hanbury's indirect ownership of Upperton
Holdings Limited (the shareholder of Pooks), the Proposed
Transaction constitutes a substantial property transaction for the
purpose of the Companies Act 2006 and, accordingly, is subject to
shareholder approval. The Proposed Transaction also constitutes a
related party transaction for the purpose of the AIM Rules.
Completion of the Proposed Transaction is conditional upon:
(a) the passing, without amendment, of a resolution to approve
the Proposed Transaction; and
(b) Lloyd's approval of the change of control of Pooks as a
result of the Proposed Transaction.
Subject to the satisfaction of the conditions, it is expected
that completion of the Proposed Transaction will occur on or around
12 January 2017. If the conditions are not satisfied or waived by
no later than 30 March 2017, the Acquisition Agreement will
automatically terminate and cease to have any further force and
effect, save in respect of any antecedent breaches of the parties
under the sale and purchase agreement.
Information in respect of Pooks
The 2017 underwriting capacity of Pooks is GBP784,666 (this
compares with Helios's 2017 capacity of GBP32.6 million for 2017
prior to this acquisition). Pooks participates in a spread of
Lloyd's syndicates that broadly matches the existing portfolio of
Helios, such that no syndicate participations are expected to be
relinquished or sold in the future. Pooks has a significant
participation of GBP118,424 on the Nuclear Syndicate - Syndicate
1176 - managed by Chaucer Syndicates Limited, a high risk syndicate
that has produced excellent returns in the past. This Proposed
Transaction represents an opportunity for Helios to continue to
build its participations on the better syndicates at Lloyd's. The
capacity acquired together with the capacity retained by Helios is
as follows:
Pooks Ltd Year of
Account
---------------- ----- --------- ----- ----
2014 2015 2016 2017
---------------- ----- --------- ----- ----
GBPm GBPm GBPm GBPm
---------------- ----- --------- ----- ----
Retained 0.42 0.37 0.38 0.23
---------------- ----- --------- ----- ----
Reinsured 0.42 0.37 0.38 0.55
---------------- ----- --------- ----- ----
Total Capacity 0.83 0.75 0.76 0.78
---------------- ----- --------- ----- ----
Pooks has entered into quota share reinsurance arrangements in
respect of 50% of its portfolio for 2014 to 2016 underwriting
years. These arrangements will remain in place and Helios will
reinsure 70% of 2017 underwriting year in line with its stated
strategy of reducing "on-risk" exposures.
Pooks is a limited liability member of Lloyd's. In the year
ended 31 December 2015, Pooks made a profit before tax of GBP28,156
on gross premiums written of GBP606,141. Its value, as
independently assessed, at completion is expected to be
approximately GBP890,600, including underwriting capacity with an
auction value of GBP516,071.
Forecasts in respect of Pooks' 2014 and 2015 open years of
account are set out below:
Year of Pooks Forecast of syndicate profit
Account syndicate (30 September 2016)
capacity
(GBP'000)
---------- ----------- --------------------------------
Mid point Mid point Range
(GBP'000) (%) (%)
---------- ----------- ----------- --------- --------
21.91% -
2014 835 150 17.98% 14.05%
---------- ----------- ----------- --------- --------
17.17% -
2015 750 92 12.23% 7.28%
---------- ----------- ----------- --------- --------
Source: Syndicate data and Helios analysis (before quota share
and early release)
Related party transaction
As Nigel Hanbury is a director of, and substantial shareholder
in, the Company, the Proposed Transaction constitutes a related
party transaction for the purpose of the AIM Rules.
The Independent Directors (being the directors of Helios, other
than Nigel Hanbury) consider, having consulted with the Company's
nominated adviser, Stockdale Securities Limited, that the terms of
the Proposed Transaction are fair and reasonable in so far as the
Company's shareholders are concerned.
Posting of circular and General Meeting
The Company is posting a circular to shareholders in connection
with the Proposed Transaction, including a notice of the general
meeting to be held at 4.00 p.m. on Monday, 9 January 2017 at the
offices of Holman Fenwick Willan LLP, Friary Court, 65 Crutched
Friars, London EC3N 2AE. A copy of the circular will be made
available on the Company's website (www.huwplc.com) shortly.
Commenting upon the acquisition, Sir Michael Oliver- the
Chairman, said:
"We are delighted to have made a further acquisition which
further increases our underwriting capacity. This is in line with
our stated strategy of acquiring corporate members as suitable
opportunities arise. The capacity on the Nuclear Syndicate - a high
risk syndicate - should, in particular, help provide incremental
returns to Helios."
For further information please contact:
Helios 07787 530404 / nigel.hanbury@huwplc.com
Nigel Hanbury - Chief 07754 965 917
Executive
Arthur Manners
Stockdale
Robert Finlay 020 7601 6100
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 2017 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQFEMFUFFMSEFE
(END) Dow Jones Newswires
December 22, 2016 02:00 ET (07:00 GMT)
Helios Underwriting (LSE:HUW)
Historical Stock Chart
From Apr 2024 to May 2024
Helios Underwriting (LSE:HUW)
Historical Stock Chart
From May 2023 to May 2024