HELIOS UNDERWRITING PLC

M&A Activity • Aug 3, 2015

National Storage Mechanism | Additional information

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RNS Number : 8123U

Helios Underwriting Plc

03 August 2015

3 August  2015

Helios Underwriting plc

("HUW" or the "Company")

Acquisition of Lloyd's Limited Liability Vehicles

Further to the announcement released on 15 July 2015, HUW is pleased to announce that, in line with its strategy of increasing underwriting capacity through acquisition, it has agreed to acquire Nameco (No 76) Limited and Kempton Underwriting Limited, limited liability members of Lloyd's ("LLV"s), for a total consideration of 1,454,536 new ordinary shares in the Company.  The agreed aggregate price of the LLVs being acquired is £2.4m and this is based on their estimated combined net asset value (the number of shares to be issued is based on the 162.5p share price prevailing at the time the terms were agreed).  The combined 2015 underwriting capacity of the LLVs is £2.0 million (this compares with HUW's 2015 capacity of £24.7 million prior to these acquisitions).  The LLVs participate in a spread of Lloyd's syndicates broadly similar to HUW's own participation. The Company's directors consider, having consulted with its nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.  The acquisitions are subject to change of control consent from Lloyd's.

Commenting upon the acquisitions, Nigel Hanbury, the Company's Chief Executive Officer, said:

"We are delighted to have agreed further LLV acquisitions which will further increase our underwriting capacity and, in this instance, to have been able to use our shares as consideration.  This is in line with our stated strategy of acquiring corporate members as suitable opportunities arise.  We continue to believe that there remain significant opportunities for further growth available to the Company."

For further information please contact:

HUW Nigel Hanbury - Chief Executive	020 7863 6655 / nigel.hanbury@huwplc.com
Smith & Williamson Corporate Finance David Jones	020 7131 4000
Westhouse Securities Robert Finlay	020 7601 6100

About HUW

HUW 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).  HUW's subsidiary underwriting vehicles trade within the Lloyd's insurance market as corporate members of Lloyd's writing approximately £25 million of capacity for the 2015 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.

Additional information

Nameco (No 76) Limited and Kempton Underwriting Limited (together, the "WR Namecos") are limited liability members of Lloyd's which HUW has agreed to acquire from Will Roseff (who currently holds 1,168,969 ordinary shares in the Company (representing 12.9% of the Company's issued share capital); his holding would increase to 2,623,505 ordinary shares (representing 25.0% of the Company's enlarged issued share capital) if the acquisitions proceed to completion).  In the year ended 31 December 2014, the WR Namecos made a combined profit before tax of £0.17m on gross premiums written of £1.5m and their combined net asset value at completion is expected to be approximately £2.4m, including underwriting capacity with an estimated market value of £0.7m.

Set out below are the WR Namecos' combined 2013 and 2014 open years of account forecasts:

YOA	WR Namecos syndicate capacity (£'000)	Forecast of syndicate profit (31 March 2015)
Mid point (£'000)	Mid point (%)	Range (%)
2013	1,606	149	9.27%	6.26 - 12.29%
2014	1,817	122	6.74%	2.52 - 10.96%

Source: Syndicate data and HUW analysis (before early release)

Set out below are details of the WR Namecos' combined syndicate participations for the 2013 to 2015 years of account:

YOA	2013			2014		2015
Syndicate	(£'000)	(%)*		(£'000)	(%)*	(£'000)	(%)*
33	166	10.3%	175		9.6%	175	8.8%
218	54	3.4%	54		3.0%	43	2.2%
386	63	3.9%	63		3.5%	54	2.7%
510	295	18.4%	295		16.2%	345	17.4%
557	15	0.9%	15		0.8%	15	0.8%
609	150	9.3%	150		8.3%	200	10.1%
623	217	13.5%	235		12.9%	219	11.0%
727	20	1.2%	20		1.1%	45	2.3%
958	79	4.9%	63		3.5%	67	3.4%
1176	16	1.0%	16		0.9%	16	0.8%
1729	-	-	16		0.9%	16	0.8%
2010	85	5.3%	85		4.7%	74	3.7%
2014	-	-	100		5.5%	133	6.7%
2121	53	3.3%	64		3.5%	164	8.2%
2525	20	1.2%	20		1.1%	20	1.0%
2791	200	12.4%	176		9.7%	155	7.8%
6103	-	-	21		1.2%	9	0.4%
6104	20	1.2%	70		3.9%	70	3.5%
6105	20	1.2%	50		2.8%	50	2.5%
6106	15	0.9%	-		-	-	-
6110	30	1.9%	-		-	-	-
6111	87	5.4%	91		5.0%	89	4.5%
6117	-	-	39		2.1%	26	1.3%
7227	-	-	-		-	3	0.1%
Total	1,606	100.0%	1,817		100.0%	1,987	100.0%

* Percentage of total syndicate portfolio

This information is provided by RNS

The company news service from the London Stock Exchange

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