Half-year Report

RNS Number : 8722N
Helios Underwriting Plc
27 September 2019
 

Helios Underwriting plc

("Helios" or the "Company")

Interim results for the six months ended 30 June 2019

 

 

Helios Underwriting plc, which provides investors with a limited liability direct investment into the Lloyd's insurance market, announces its unaudited results for the six months ended 30 June 2019.

 

The highlights are as follows:

·      The operating profits before goodwill and impairment are £753,000 (30 June 2018 -  £153,000)

·      The increase in underwriting profits from the syndicate participations reflects the improved underwriting conditions and the investment returns at syndicate level generated from the reduction in bond yields.

·      61% increase in the retained capacity on 2017 and 2018 underwriting years have contributed to the increase in profitability. 

·      Two acquisitions have been completed in 2019 with capacity of £3.0m.   There are now 25 Limited Liability Vehicles (LLV's) for sale (Sept 2018 - 15 for sale).  There have been 45 (2018 - 35) LLV's offered for sale so far in 2019 of which 25 (2018 - 15) remain unsold. 

·      2019 to date has experienced lower than average loss activity which has benefited the result for the half year.

·      The premium rate increases achieved by underwriters over the last 18 months together with greater discipline encouraged by the Franchise Board at Lloyds in underwriting profitable portfolios should improve profitability in the future.

·      Basic Earnings per share is 4.51p (30 June 2018 - 1.25p)

·      The Adjusted Net Asset Value per share is £1.91 (31st December 2018 - £1.90p per share)

 

 

SUMMARY FINANCIAL INFORMATION

 

6 months to 30th June

Year to 31st December

 

2019

£000's

2018

£000's

2018

£000's

 

 

 

 

Underwriting profits

1,610

741

 783  

Other income

469

18

 1,879  

Costs

(1,326)

(606)

 (2,054) 

Operating profit for the period before impairment of goodwill and capacity

753

153

                    608 

Profit after tax

648

182

                     456  

 

 

 

 

Earnings per share

4.51p

1.20p

3.14p

Adjusted Net Asset Value per Share

£1.90

£1.61

£1.90

 

 

A window of opportunity has been opened which is exciting for Helios.  Smaller investors are finding their costs increasing which, when combined with an expectation of lower returns which can partially explain the increased flow. There are no accurate statistics as to the age of the 'decision makers' within the community of LLV owners but the directors feel that many are aged and executor sales are a common feature. The complexity inherent in the business of running an LLV, more onerous regulatory requirements, rising costs and falling profits is a powerful incentive to put a vehicle up for sale.

Helios remains one of very few 'consolidators' of LLV's in the Lloyds market and the only one quoted on The London Stock Exchange. To date we have bought 36 such vehicles over a number of years. However, we are now seeing a significantly increased flow of attractive targets. The lack of buyers and increased supply is leading to prices that are more competitive. 

Underwriting Profits

The underwriting profits generated from the proportion of the capacity portfolio retained by Helios reflects the results of the underlying syndicates.  The profitability of the syndicates have recovered as:

·      The loss activity has been muted in the first half of the year

·      The premium rate increases that have been achieved are being reflected in the underlying results

·      The investment returns at syndicate level have benefitted from the fall in bond yields and a benign equity market in the first six months of the year.

Increase in Retained Capacity

 

Over the last 12 months we have taken advantage of this opportunity by acquiring a further 8 LLV's increasing the Capacity Fund to £55m.  The additional capacity acquired on the "older" underwriting years has increased the capacity retained by Helios by over 60%.  This increase in the retained capacity has made a significant contribution to the underwriting profits recognised on these older years. Although both 2017 and 2018 underwriting years are forecast to be loss making, both these years will contribute to profits in this calendar year.

 

 

 

 

 

Year of account - £m

Year 3

£m

Year 2

£m

Year 1

£m

Helios Retained Capacity at 30th June 2019

28.9

18.7

16.1

Helios Retained Capacity at 30th June 2018

17.9

11.6

12.3

Year on Year Increase

11.0

7.1

3.8

% Increase

61%

61%

31%

 

Capacity acquired

Since the beginning of 2019, two corporate members have been acquired to date, and this has increased the capacity for the 2017 to 2019 years of account as follows:

 

 

Year of account - £m

2017

2018

2019

Capacity at 1 January 2019

53.1

55.7

52.6

Acquired during 2019

3.0

3.3

3.1

Capacity at 26th September 2019

56.1

59.0

55.7

Helios Retained Capacity

30.7

20.7

16.7

Proportion of Capacity retained

55%

35%

30%

 

Our strategy of building a portfolio of syndicate capacity continues to rely on the flow of LLV's for sale at reasonable prices.    We continue to remain selective on the vehicles acquired and several have been sold recently at prices that were unattractive to us.

 

We continue to reduce our exposure by 70% on the open underwriting year 2018 through quota share reinsurance.  The quota share reinsurers fund their share of the capital requirements and pay Helios a fee and a profit commission.  Stop loss reinsurance is bought for the remaining 30% to limit the Group's exposure in the event of large underwriting losses. As the size of our capacity fund increases more reinsurance can be ceded which in turn should increase our flow of fees and profit commission.  Our costs should not increase at the same pace.

The Pro-forma Adjusted Net Asset Value per share is £1.80 per share (Dec 2018 - £1.90 per share) reflecting the Placing and Open Offer that was completed in July 2019 and the acquisition of Nameco (No. 1113) Limited. The funds received from the fundraising will allow Helios to continue to acquire LLV's selectively as well as fund the additional capacity that will be available from syndicate pre-emptions for 2020 underwriting year.   It is expected that there will continue to be demand for the top syndicates that make up a significant proportion of the Helios Capacity Fund at the Lloyds Capacity Auctions that take place later this year.

 

In August 2019, the Company commenced a program of buying back its own shares and to date has acquired 124,500 shares at an average price of 112.7p, a significant discount to Adjusted Net Asset Value.  We expect to continue this share buyback program.

 

The Board currently expects that the syndicate results for the 2017 and 2018 underwriting years will exceed current mid-point forecasts published by the managing agents, which should make a meaningful contribution to the Helios full year result.

 

For further information please contact:

 

Helios Underwriting plc

Nigel Hanbury - Chief Executive                                                       020 7863 6655 / nigel.hanbury@huwplc.com

Arthur Manners - Chief Financial Officer                                           07754 965 917

 

Shore Capital

Robert Finlay/David Coaten                                                              020 7408 4090

 

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 £56m of capacity for the 2019 account. The portfolio provides a good spread of business being concentrated in property insurance and reinsurance. For further information please visit www.huwplc.com.

 

 

Financial results summary

Six months ended 30 June 2019

 

6 months to 30 June 2019

Year to 31 December 2018

 

 

 

 

Underwriting profits

1,610

741

783

Other Income

 

 

 

Fees from reinsurers

249

400

575

Corporate reinsurance recoveries

(205)

(179)

366

Goodwill on bargain purchase

285

1,184

Investment  income

140

(246)

Total Other Income

469

18

1,879

Costs

 

 

Pre - acquisition

(2)

(56)

Stop loss costs

(182)

(296)

Operating costs

(1,142)

(1,702)

Total Costs

(1,326)

(606)

(2,054)

 Operating profit before impairments of goodwill and capacity

753

608

    Impairment charge for capacity

-

(281)

Tax

(105)

129

Profit for the period/year

648

182

456

Period to 30th June 2019

Underwriting Year

Helios retained

 capacity at

30 June 2019

£m

Portfolio mid

point forecasts

Total profi/(loss)t

currently

estimated

£'000

Earned profit/(loss) at 31 December 2018

Helios

Profits

£'000

2017

28.9

(7.4%)

(2,139)

(3,753)

1,048

2018

18.7

(3.6%)

(673)

(2,624)

681

2019

16.1

-

-

-

(119)

 

 

 

 

 

1,610

Period to 30th June 2018

Underwriting Year

Helios retained

 capacity at

30 June 2017

£m

Portfolio mid

point forecasts

Total profit

currently

estimated

£'000

Earned profit/(loss) at 31 December 2017

Helios

Profits

£'000

2016

17.8

5.40%

952

142

366

2017

12

(7.4)%

(888)

(1,797)

510

2018

12.3

N/A

 

-

(135)

 

 

 

 

 

741

Year to 31 December 2018

Underwriting Year

Helios retained

 capacity at

 31 December

2017

£m

Portfolio mid

point forecasts

Total profit

currently

estimated

£'000

Earned profit/(loss) at 31 December 2017

Helios

Profits

£'000

2016

33.9

8.6%

2,915

(429)

1,580

2017

28.2

(8.2%)

(2,312)

(4,539)

912

2018

18.3

-

-

-

(1,709)

 

 

 

 

 

783

 

Summary Balance Sheet

The summary Group balance sheet excludes items relating to syndicate participations. See Note 15 for further information.

 

6 Months to June 2019

£'000

 

6 Months to June 2018

£'000

Year to 31 December 2018

£'000

Intangible assets

16,490

12,257

 

16,051

Funds at Lloyd's

10,850

7,785

8,388

Other cash

2,018

4,480

9,717

Other assets

8,391

4,479

10,156

Total assets

37,749

29,001

44,312

Deferred tax

2,134

2,094

2,569

Borrowings

1,034

-

9,196

Other liabilities

4,865

2,504

3,891

Total liabilities

8,033

4,598

15,656

Syndicate equity

(8,648)

(3,430)

(7,611)

Total equity

21,068

20,973

21,045

Summary Group Cash Flow

The summary group cash flow sheet excludes items relating to syndicate participations. See Note 15 for further information.

 

 

6 months to 30 June 2019

£'000

6 months to 30 June 2018

£'000

Year to 31 December 2018

£'000

 

 

 

 

Opening Balance (free cash)

9,717

1,078

1,078

 

 

 

 

Income

 

 

 

Acquired on acquisition

119

-

1,057

Distribution of profits (net of tax retentions)

1,165

3,177

3,887

Transfers from Funds at Lloyds'

1,512

3,887

14,880

Investment income

43

8

-

Other income

-

-

323

Sale of investments

-

-

65

Borrowings

(8,162)

(1,094)

9,196

 

 

 

 

Expenditure

 

 

 

Operating costs (inc Hampden / Nomina fees)

(469)

(447)

(1,778)

Reinsurance Cost

(531)

(122)

-

Payable funds for acquisitions

-

-

(721)

Payments to QS  reinsurers

-

(1,279)

(1,918)

Acquisition of LLV's

(428)

-

(10,859)

Transfers to Funds at Lloyds'

(778)

(728)

(3,212)

Tax

(37)

-

(766)

Dividends paid

-

-

(219)

Revolving credit facility repayment

-

-

(1,094)

Share buy backs

(133)

-

(202)

Closing balance

2,019

4,480

9,717

                                                                                                

 

Adjusted NAV

 

Proforma June 2019 - after Equity Raise

Equity Raise and Acquisition Adjustments

6 months to 30 June 2019

£'000

6 months to 30 June 2018

£'000

Year to 31 December 2018

£'000

Net tangible assets

6,800

2,222

4,578

8,716

4,994

Group letters of credit

2,845

1,083

1,762

1,711

1,744

Value of capacity (WAV)

22,182

1,105

21,077

13,046

20,638

 

31,827

4,410

27,417

23,473

27,376

Share in issue -  on the market

17,635

-

14,348

14,604

14,441

Shares in issue - total of on the market and JSOP shares

-

-

14,848

-

14,941

Adjusted net asset value per share £ - on the market

1.80

-

1.91

1.61

1.90

Adjusted net asset value per share £ - on the market and JSOP shares

 

 

-

 

 

-

1.85

-

1.83

 

 

Interim condensed consolidated statement of comprehensive income

Six months ended 30 June 2019

 

 

Note

6 months ended 30 June 2019

Unaudited

£'000

6 months

 ended 30 June 2018 Unaudited £'000

12 months ended 31 December 2018 Audited £'000

Gross premium written

4

29,552

20,647

38,703

Reinsurance premium ceded

 

(9,380)

(6,043)

(7,675)

Net premium written

4

20,172

14,604

31,028

Change in unearned gross premium provision

5

(4,625)

(3,793)

(360)

Change in unearned reinsurance premium provision

5

2,767

1,946

284

 

5

(1,858)

(1,847)

(76)

Net earned premium

3,4

18,314

12,757

30,952

Net investment income

6

1,491

(87)

295

Other underwriting income

 

252

-

266

Gain on bargain purchase

12

285

-

1,184

Other income

 

13

344

(184)

Revenue

 

20,355

13,014

32,513

Gross claims paid

 

(17,242)

(10,543)

(23,631)

Reinsurers' share of gross claims paid

 

3,890

2,083

4,859

Claims paid, net of reinsurance

 

(13,352)

(8,460)

(18,772)

Change in provision for gross claims

5

1,337

4,255

(1,109)

Reinsurers' share of change in provision for gross claims

5

(1,036)

(4,320)

909

Net change in provision for claims

5

301

(65)

(200)

Net insurance claims and loss adjustment expenses

4

(13,051)

(8,525)

(18,972)

Expenses incurred in insurance activities

 

(5,786)

(3,992)

(11,696)

Other operating expenses

 

(765)

(344)

(1,237)

Operating expenses

 

(6,551)

(4,336)

(12,933)

Operating profit before impairments of goodwill and capacity

4

753

153

608

Impairment of goodwill

 

-

-

-

Impairment of syndicate capacity

 

-

82

(281)

Profit before tax

 

753

235

327

Income tax charge

7

(105)

(53)

129

Profit for the period

 

648

182

456

Other comprehensive income

 

 

 

 

Foreign currency translation differences

 

-

-

-

Income tax relating to the components of other comprehensive income

 

-

-

-

Other comprehensive income for the period, net of tax

 

-

-

-

Total other comprehensive income for the period

 

648

182

456

 

 

 

 

 

 

 

 

 

 

Profit for the period attributable to owners of the Parent

 

648

182

456

Total comprehensive income for the period attributable to owners of the Parent

 

648

182

456

Earnings per share attributable to owners of the Parent

 

 

 

 

Basic

8

4.51p

1.25p

3.14p

Diluted

8

4.36p

1.20p

3.03p

 

The profit attributable to owners of the Parent and earnings per share set out above are in respect of continuing operations.

 

Interim condensed consolidated statement of financial position

Six months ended 30 June 2019

 

 

 

Note

6 months ended 30 June 2019

Unaudited

£'000

6 months ended 30 June 2018 Unaudited £'000

12 months ended 31 December 2018 Audited £'000

Assets

 

 

 

 

Intangible assets

 

16,490

12,257

16,051

Financial assets at fair value through profit or loss

 

56,507

41,711

58,075

Reinsurance assets:

 

 

 

 

- reinsurers' share of claims outstanding

5

21,233

14,164

22,698

- reinsurers' share of unearned premium

5

7,163

4,791

4,057

Other receivables, including insurance and reinsurance receivables

 

50,717

36,179

52,938

Deferred acquisition costs

 

6,228

4,382

6,782

Prepayments and accrued income

 

701

642

439

Cash and cash equivalents

 

6,997

8,039

12,202

Total assets

 

166,036

122,165

173,242

Liabilities

 

 

 

 

Insurance liabilities:

 

 

 

 

- claims outstanding

5

80,204

55,685

88,032

- unearned premium

5

30,631

20,773

24,772

Deferred income tax liabilities

 

2,134

2,094

2,635

Borrowings

 

1,034

-

9,196

Other payables, including insurance and reinsurance payables

 

27,468

21,509

25,321

Accruals and deferred income

 

3,497

1,131

2,241

Total liabilities

 

144,968

101,192

152,197

Equity

 

 

 

 

Equity attributable to owners of the Parent:

 

 

 

 

Share capital

11

1,510

1,510

1,510

Share premium

11

15,387

15,387

15,387

Other reserves - treasury shares

11

(50)

(50)

(50)

Retained earnings

 

4,221

4,126

4,198

Total equity

 

21,068

20,973

21,045

Total liabilities and equity

 

166,036

122,165

173,242

 

The Financial Statements were approved and authorised for issue by the Board of Directors on 26 September 2019, and were signed on its behalf by:

Nigel Hanbury

Chief Executive

 

 

Interim condensed consolidated statement of changes in equity

Six months ended 30 June 2019

 

 

 

 

Attributable to owners of the Parent

Consolidated

 

 

Note

Share

 capital

£'000

 Share

 premium

£'000

 Other reserves

£'000

Retained

earnings

£'000

Total

£'000

At 1 January 2019

 

1,510

15,387

(50)

4,198

21,045

Total comprehensive income for the year:

 

 

 

 

 

 

Profit for the year

 

-

-

-

648

648

Other comprehensive income, net of tax

 

-

-

-

39

39

Total comprehensive income for the year

 

-

-

-

687

687

Transactions with owners:

 

 

 

 

 

 

Dividends paid

9

-

-

-

(530)

(530)

Company buy back of shares

11

-

-

-

(134)

(134)

Total transactions with owners

 

-

-

-

(664)

(664)

At 30 June 2019

 

1,510

15,387

(50)

4,221

21,068

At 1 January 2018

 

1,510

15,387

(50)

4,163

21,010

Total comprehensive income for the year:

 

 

 

 

 

 

Profit for the year

 

-

-

-

182

182

Other comprehensive income, net of tax

 

-

-

-

-

-

Total comprehensive income for the year

 

-

-

-

182

182

Transactions with owners:

 

 

 

 

 

 

Dividends paid

 

-

-

-

(219)

(219)

Share issue

 

-

-

-

-

-

Total transactions with owners

 

-

-

-

(219)

(219)

At 30 June 2018

 

1,510

15,387

(50)

4,126

20,973

At 1 January 2018

 

1,510

15,387

(50)

4,163

21,010

Total comprehensive income for the year:

 

 

 

 

 

 

Profit for the year

 

-

-

-

456

456

Other comprehensive income, net of tax

 

-

-

-

-

-

Total comprehensive income for the year

 

-

-

-

456

456

Transactions with owners:

 

 

 

 

 

 

Dividends paid

 

-

-

-

(219)

(219)

Company buy back of shares

11

-

-

-

(202)

(202)

Share issue

11

-

-

-

-

-

Total transactions with owners

 

-

-

-

(421)

(421)

At 31 December 2018

 

1,510

15,387

(50)

4,198

21,045

               

 

 

Interim condensed consolidated statement of cash flows

Six months ended 30 June 2019

 

 

 

 

 

Note

6 months ended 30 June 2019 Unaudited

£'000

6 months ended 30 June 2018 Unaudited £'000

12 months ended 31 December 2018 Audited

£'000

Cash flows from operating activities

 

 

 

 

Profit before tax

 

753

235

327

Adjustments for:

 

 

 

 

- Other comprehensive income, gross of tax

 

-

-

-

- Interest received

 

(39)

(6)

(144)

- Investment income

6

(1,416)

(100)

(841)

- Recognition of negative goodwill

 

(285)

 

 

- Goodwill on bargain purchase

 

-

-

(1,184)

- Impairment of goodwill

 

-

-

-

- (Profit)/loss on sale of intangible assets

 

-

-

(125)

- Impairment of intangible assets

 

-

(82)

281

- Goodwill on acquisition

 

-

-

-

Changes in working capital:

 

 

 

 

-  change in fair value of financial assets held at fair value through profit or loss

 

17

(46)

490

-  (increase)/decrease in financial assets at fair value through profit or loss

 

2,928

7,248

10,585

- (increase)/decrease in other receivables

 

5,278

(3,566)

(7,113)

- (increase)/decrease in other payables

 

1,240

3,775

3,955

- net (increase)/decrease in technical provisions

 

(5,504)

(1,056)

2,162

Cash generated/(utilised) from operations

 

2,972

6,402

8,393

Income tax paid

 

-

-

(962)

Net cash inflow from operating activities

 

2,972

6,402

7,431

Cash flows from investing activities

 

 

 

 

Interest received

 

39

6

144

Investment income

 

1,416

100

841

Purchase of intangible assets

 

-

-

-

Proceeds from disposal of intangible assets

 

-

-

86

Acquisition of subsidiaries, net of cash acquired

 

(806)

-

(6,825)

Net cash inflow from investing activities

 

649

106

(5,754)

Cash flows from financing activities

 

 

 

 

Net proceeds from issue of ordinary share capital

 

-

-

-

Buy back of ordinary share capital

 

(134)

-

-

Payment for company buy back of shares

 

-

-

(202)

Proceeds from borrowings

 

(8,162)

(1,094)

9,196

Repayment of borrowings

 

-

-

(1,094)

Dividends paid to owners of the Parent

 

(530)

(219)

(219)

Net cash outflow from financing activities

 

(8,826)

(1,313)

7,681

Net increase in cash and cash equivalents

 

(5,205)

5,195

9,358

Cash and cash equivalents at beginning of period

 

12,202

2,844

2,844

Cash and cash equivalents at end of period

 

6,997

8,039

12,202

 

Cash held within the syndicates' accounts is £4,979,000 (2018: £3,900,000) of the total cash and cash equivalents held at the end of the period £6,997,000 (2018: £8,039,000). The cash held within the syndicates' accounts is not available to the Group to meet its day-to-day working capital requirements.

Cash and cash equivalents comprise cash at bank and in hand.

 

Notes to the financial statements

Six months ended 30 June 2019

1. General information

The Company is a public limited company quoted on AIM. The Company was incorporated in England, is domiciled in the UK and its registered office is 40 Gracechurch Street, London EC3V 0BT. The Company participates in insurance business as an underwriting member at Lloyd's through its subsidiary undertakings.

2. Accounting policies

Basis of preparation

The Condensed Consolidated 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, as adopted by the European Union.

 

The Condensed Consolidated Interim Financial Statements are prepared for the six months ended 30 June 2019.

 

The Condensed Consolidated Interim Financial Statements for the six months ended 30 June 2019 and 2018 are unaudited, but have been subject to review by the Group's auditors. The Condensed Consolidated Interim Financial Statements have been prepared in accordance with the accounting policies adopted for the year ended 31 December 2018, and the adoption of new and amended standards as set out further below.

 

The Condensed Consolidated Interim incorporate the Financial Statements of Helios Underwriting plc, the Parent Company, and its directly and indirectly held subsidiaries being Hampden Corporate Member Limited, Nameco (No. 365) Limited, Nameco (No. 605) Limited, Nameco (No. 321) Limited, Nameco (No. 917) Limited, Nameco (No. 229) Limited, Nameco (No. 518) Limited, Nameco (No. 804) Limited, Halperin Underwriting Limited, Bernul Limited, Dumasco Limited, Nameco (No. 311) Limited, Nameco (No. 402) Limited, Updown Underwriting Limited, Nameco (No. 507) Limited, Nameco (No. 76) Limited, Kempton Underwriting Limited, Devon Underwriting Limited, Nameco (No. 346) Limited, Pooks Limited, Charmac Underwriting Limited, Nottus (No 51) Limited, Chapman Underwriting Limited, Llewellyn House Underwriting Limited, Advantage DCP Limited, Romsey Underwriting Limited, Nameco (No. 409) Limited, RBC CEES Trustee Limited, Helios UTG Partner Limited, Nomina No 035 LLP, Nomina No 342 LLP, Nomina No 380 LLP, Nomina No 372 LLP, Salviscount LLP, Inversanda LLP, Fyshe Underwriting LLP, Nomina No 505 LLP and Nomina No 321 LLP.  (Note 10).

 

The underwriting data on which these Condensed Consolidated 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 Condensed Consolidated Interim Financial Statements have been prepared under the historical cost convention as modified by the revaluation of the financial assets at fair value through the profit and loss. The same accounting policies, presentation and methods of computation are followed in these Condensed Consolidated Interim Financial Statements as were applied in the preparation of the Group Financial Statements for the year ended 31 December 2018.

 

During the year ended 31 December 2018 and the current period, the Group and the Company adopted all the new and revised IFRS, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 January 2018 and 1 January 2019 respectively, apart from IFRS 9 "Financial Instruments", for which a temporary exemption has been applied by the Group, as explained further below.

 

Temporary exemptions from IFRS 9 "Financial Instruments", (effective 1 January 2018)

The effective date of IFRS 9 Financial Instruments is 1 January 2018. An insurer that has not previously adopted any version of IFRS 9, including the requirements for the presentation of gains and losses on financial liabilities designated as at fair value through profit or loss and whose activities are predominantly connected with insurance as at its annual reporting date that immediately precedes 1 April 2016 (or a later date as specified in paragraph 20G of IFRS 4), may apply IAS 39 - Financial Instruments: Recognition and Measurement rather than IFRS 17 - Insurance Contracts.

 

The Group has applied for the temporary exemption from IFRS 9 as its activities are predominately connected with insurance and it has not previously adopted any version of IFRS 9, including the requirements for the presentation of gains and losses on financial liabilities designated at fair value through profit or loss, for annual period beginning before 1 January 2022. Consequently, the Group has a single date of initial application for IFRS 9 in it's entirely, being 1 January 2022.

 

The new standards and amendments to standards and interpretations effective from 1 January 2019, as disclosed in the Annual Report for the year ended 31 December 2018, have not had an impact on the Groups accounting policies and hence no significant impact on the Condensed Consolidated Interim Financial Statements at 30 June 2019.

 

New Standards effective from 1 January 2019:

Adopted by the EU

•    IFRS 16 "Leases", issued on 13 January 2016 (effective 1 January 2019).

•     IFRS 23 "Uncertainty over Income Tax Treatments", issued on 7 June 2017, (effective date 1 January 2019).

•     Amendments to IFRS 9: Prepayment Features with Negative Compensation, issued on 12 October 2017, (effective date 1 January 2019).

•     Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures, issued on 12 December 2017, (effective date 1              January 2019).

•     Annual improvements to IFRS 2015-2017 Cycle, issued on 12 December 2017, (effective date 1 January 2019).

•     Amendments to IAS 19: Plan Amendment, Curtailment or Settlement, issued on 7 February 2017, (effective date 1 January 2019).

3. Segmental information

Nigel Hanbury is the Group's chief operating decision-maker. He has determined its operating segments based on the way the Group is managed, for the purpose of allocating resources and assessing performance.

The Group has three segments that represent the primary way in which the Group is managed, as follows:

•  syndicate participation;

•  investment management; and

•  other corporate activities.

6 months ended 30 June 2019 Unaudited

Syndicate

participation

£'000

Investment

management

£'000

Other

corporate

activities

£'000

Total

£'000

Net earned premium

19,754

-

(1,440)

18,314

Net investment income

1,491

-

-

1,491

Other income

-

-

265

265

Net insurance claims and loss adjustment expenses

(13,051)

-

-

(13,051)

Expenses incurred in insurance activities

(5,472)

-

(314)

(5,786)

Other operating expenses

-

-

(765)

(765)

Goodwill on bargain purchase

-

-

285

285

Impairment of goodwill

-

-

-

-

Impairment of syndicate capacity

-

-

-

-

Profit before tax

2,722

-

(1,969)

753

 

6 months ended 30 June 2018 Unaudited

Syndicate

participation

£'000

Investment

management

£'000

Other

corporate

activities

£'000

Total

£'000

Net earned premium

14,012

-

(1,255)

12,757

Net investment income

(102)

15

-

(87)

Other income

-

-

344

344

Net insurance claims and loss adjustment expenses

(8,525)

-

-

(8,525)

Expenses incurred in insurance activities

(2,851)

-

(1,141)

(3,992)

Other operating expenses

-

-

(344)

(344)

Goodwill on bargain purchase

-

-

-

-

Impairment of goodwill

-

-

-

-

Impairment of syndicate capacity

-

-

82

82

Profit before tax

2,534

15

(2,314)

235

 

12 months ended 31 December 2018 Audited

Syndicate

participation

£'000

Investment

management

£'000

Other

corporate

activities

£'000

Total

£'000

Net earned premium

30,749

-

203

30,952

Net investment income

586

(291)

-

295

Other income

(330)

-

412

82

Net insurance claims and loss adjustment expenses

(18,972)

-

-

(18,972)

Expenses incurred in insurance activities

(11,359)

-

(337)

(11,696)

Other operating expenses

(302)

-

(935)

(1,237)

Gain on bargain purchase

-

-

1,184

1,184

Impairment of goodwill

-

-

-

-

Impairment of syndicate capacity

-

-

(281)

(281)

Profit before tax

372

(291)

246

327

 

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

No major customers exceed 10% of revenue.

Net earned premium within 2019 other corporate activities totalling £1,440,000 (2018:1,255,000 - 2016, 2017 and 2018 years of account) represents the 2017, 2018 and 2019 years of account net Group quota share reinsurance premium payable to Hampden Insurance Guernsey PCC Limited - Cell 6. This net quota share reinsurance premium payable is included within "reinsurance premium ceded" in the Consolidated Statement of Comprehensive Income of the period.

 

4. Operating profit before impairments of goodwill and capacity

 

Underwriting year of account*

 

 

 

 

6 months ended 30 June 2019

2017 and prior

£'000

 

2018

£'000

 

2019

£'000

 

Sub-total

£'000

Pre-

acquisition

£'000

Corporate

 reinsurance

£'000

Other

 corporate

£'000

Total

£'000

Gross premium written

669

4,017

24,993

29,679

(127)

-

 

29,552

Reinsurance ceded

(132)

(930)

(6,731)

(7,793)

36

(1,440)

(182)

(9,380)

Net premium written

536

3,088

18,262

21,886

(91)

(1,440)

(182)

20,172

Net earned premium

2,103

12,936

4,987

20,026

(90)

 

(1,440)

(182)

18,314

Other income

934

319

130

1,383

(16)

249

425

2,042

Net insurance claims and loss adjustment expenses

(656)

(7,879)

(4,369)

(12,904)

58

-

(205)

(13,051)

Operating expenses

(717)

(3,605)

(1,133)

(5,455)

46

-

(1,142)

(6,551)

Operating profit before impairments of goodwill and capacity

753

Quota share adjustment

(616)

(1,090)

266

(1,440)

-

1,440

-

-

Operating profit before impairments of goodwill and capacity after quota share adjustment

753

 

 

Underwriting year of account*

 

 

 

 

6 months ended 30 June 2018

2016 and prior

£'000

 

2017

£'000

 

2018

£'000

 

Sub-total

£'000

Pre-

acquisition

£'000

Corporate

 reinsurance

£'000

Other

 corporate

£'000

Total

£'000

Gross premium written

337

2,940

17,370

20,647

-

-

-

20,647

Reinsurance ceded

103

(542)

(4,319)

(4,758)

-

(1,255)

(30)

(6,043)

Net premium written

14,604

Net earned premium

1,764

8,511

3,767

14,042

-

(1,255)

(30)

12,757

Other income

195

(139)

3

59

-

400

(202)

257

Net insurance claims and loss adjustment expenses

(333)

(4,581)

(3,432)

(8,346)

-

-

(179)

(8,525)

Operating expenses

(608)

(2,362)

(790)

(3,760)

-

-

(576)

(4,336)

Operating profit before impairments of goodwill and capacity

153

Quota share adjustment

(651)

(920)

317

(1,254)

-

1,254

-

-

Operating profit before impairments of goodwill and capacity after quota share adjustment

153

 

Underwriting year of account*

 

 

 

 

12 months ended 31 December 2018

2016

and prior

£'000

 

2017

£'000

 

2018

£'000

 

Sub-total

£'000

Pre-

acquisition

£'000

Corporate

 reinsurance

£'000

Other

 corporate

£'000

Total

£'000

Gross premium written

1,333

6,253

45,283

52,869

(14,166)

-

-

38,703

Reinsurance ceded

81

(954)

(9,840)

(10,713)

3,131

203

(296)

(7,675)

Net premium written

31,028

Net earned premium

4,912

19,457

18,903

43,272

(12,227)

203

(296)

30,952

Other income

335

(261)

(120)

(46)

94

575

938

1,561

Net insurance claims and loss adjustment expenses

1,220

(11,035)

(16,204)

(26,019)

6,681

-

366

(18,972)

Operating expenses

(2,949)

(6,076)

(7,602)

(16,627)

5,396

-

(1,702)

(12,933)

Operating profit before impairments of goodwill and capacity

608

Quota share adjustment

(1,938)

(1,173)

3,314

203

-

(203)

-

-

Operating profit before impairments of goodwill and capacity after quota share adjustment

608

 

Pre-acquisition relates to the element of results from the new acquisitions before they were acquired by the Group.

 

*     The underwriting year of account results represent the Group's share of the syndicates' results by underwriting year of account before corporate member level reinsurance and members' agents charges.

5. Insurance liabilities and reinsurance balances

Movement in claims outstanding

 

Gross

£'000

Reinsurance

£'000

Net

£'000

At 1 January 2019

88,032

22,698

65,334

Increase in reserves arising from acquisition of subsidiary undertakings

1,974

552

1,422

Movement of reserves

(1,337)

(1,036)

(301)

Other movements

(8,465)

(981)

(7,484)

At 30 June 2019

80,204

21,233

58,971

Movement in unearned premium 

 

Gross

£'000

Reinsurance

£'000

Net

£'000

At 1 January 2019

24,772

4,057

20,715

Increase in reserves arising from acquisition of subsidiary undertakings

-

-

-

Movement of reserves

4,625

2,767

1,858

Other movements

1,234

339

895

At 30 June 2019

30,631

7,163

23,468

Included within other movements are the 2015 and prior years' claims reserves reinsured into the 2016 year of account on which the Group does not participate and currency exchange differences.

Movement in claims outstanding

 

Gross

£'000

Reinsurance

£'000

Net

£'000

At 1 January 2018

59,833

14,836

44,997

Increase in reserves arising from acquisition of subsidiary undertakings

-

-

-

Movement of reserves

(4,255)

(4,320)

65

Other movements

107

3,648

(3,541)

At 30 June 2018

55,685

14,164

41,521

Movement in unearned premium 

 

Gross

£'000

Reinsurance

£'000

Net

£'000

At 1 January 2018

15,916

2,354

13,562

Increase in reserves arising from acquisition of subsidiary undertakings

-

-

-

Movement of reserves

3,793

1,946

1,847

Other movements

1,064

491

573

At 30 June 2018

20,773

4,791

15,982

Included within other movements are the 2013 and prior years' claims reserves reinsured into the 2014 year of account on which the Group does not participate and currency exchange differences.

Movement in claims outstanding

 

Gross

£'000

Reinsurance

£'000

Net

£'000

At 1 January 2018

59,833

14,836

44,997

Increase in reserves arising from acquisition of subsidiary undertakings

25,576

6,969

18,607

Movement of reserves

1,109

909

200

Other movements

1,514

(16)

1,530

At 31 December 2018

88,032

22,698

65,334

Movement in unearned premium 

 

Gross

£'000

Reinsurance

£'000

Net

£'000

At 1 January 2018

15,916

2,354

13,562

Increase in reserves arising from acquisition of subsidiary undertakings

8,042

1,322

6,720

Movement of reserves

360

284

76

Other movements

454

97

357

At 31 December 2018

24,772

4,057

20,715

Included within other movements are the 2015 and prior years' claims reserves reinsured into the 2016 year of account on which the Group does not participate and currency exchange differences.

6. Net investment income

 

6 months ended 30 June 2019 Unaudited

£'000

 

6  months ended 30 June 2018 Unaudited £'000

12 months ended 31 December

2018 Audited

£'000

Investment income

1,416

100

841

Realised (losses)/gains on financial assets at fair value through profit or loss

17

(38)

(145)

Unrealised (losses)/gains on financial assets at fair value through profit or loss

18

(155)

(490)

Investment management expenses

1

-

(55)

Bank interest

39

6

144

Net investment income

1,491

(87)

295

7. Income tax charge

Analysis of tax charge/(credit) in the period

 

6 months ended 30 June 2019 Unaudited

£'000

 

 

6 months ended 30 June 2018 Unaudited  £'000

12 months ended 31 December 2018 Audited

£'000

Income tax charge

105

53

(129)

 

The income tax 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 19.00% (2018: 19.25%). Material disallowed terms have been adjusted for in the income tax calculation.

8. Earnings per share

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

Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

Earnings per share has been calculated in accordance with IAS 33 "Earnings per share".

The earnings per share and weighted average number of shares used in the calculation are set out below:

 

6 months ended 30 June 2019 Unaudited

 

 

6 months ended 30 June 2018 Unaudited

 

12 months ended 31 December 2018 Audited

 

Profit for the year after tax attributable to ordinary equity holders of the parent

648,000

£182,000

£456,000

Basic - weighted average number of ordinary shares*

14,356,224

14,604,240

14,544,433

Adjustments for calculating the diluted earnings per share: Treasury shares (JSOP scheme)

500,000

500,000

500,000

Diluted - weighted average number of shares*

14,856,224

15,104,240

15,044,433

Basic earnings per share

4.51p

1.25p

3.14p

Diluted earnings per share

4.36p

1.20p

3.03p

* Used as the denominator in calculating the basic earnings per share, and diluted earnings per share, respectively.

9. Dividends paid or proposed

A total dividend of 3p per fully paid ordinary share being 1.5p final dividend and 1.5p special dividend was proposed and agreed at the AGM on 28 June 2019 (2018: 1.5p), amounting to a total of £530,000.  The eligible shares for the dividend entitlement were 17,635,128 fully paid ordinary shares as at 18 July 2019 (note 16).  The dividend was provided for and recognised in the payables in the Statement of Financial Position as at 30 June 2019.  The dividend payment was settled on 31 July 2019.

10. Investments in subsidiaries

 

30 June

2019

£'000

30 June

2018

£'000

31 December

2018

£'000

Total

25,905

15,456

24,559

 

Company or partnership

Direct/indirect

interest

30 June 2019

ownership

 

 

30 June 2018

 ownership

 

31 December 2018

 ownership

Principal activity

Hampden Corporate Member Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 365) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 605) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 321) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 917) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 229) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 518) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 804) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Halperin Underwriting Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Bernul Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Dumasco Limited

Direct

-      

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 311) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 402) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Updown Underwriting Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 507) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 76) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Kempton Underwriting Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Devon Underwriting Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Nameco (No. 346) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Pooks Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Charmac Underwriting Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

RBC CEES Trustee Limited

Direct

100%

100%

100%

Joint Share Ownership Plan

Nottus (No 51) Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Chapman Underwriting Limited

Direct

100%

100%

100%

Lloyd's of London corporate vehicle

Helios UTG Partner Limited

Direct

100%

100%

100%

Corporate partner

Nomina No 035 LLP

Indirect

100%

100%

100%

Lloyd's of London corporate vehicle

Nomina No 342 LLP

Indirect

100%

100%

100%

Lloyd's of London corporate vehicle

Nomina No 372 LLP

Indirect

100%

100%

100%

Lloyd's of London corporate vehicle

Salviscount LLP

Indirect

100%

100%

100%

Lloyd's of London corporate vehicle

Inversanda LLP

Indirect

100%

100%

100%

Lloyd's of London corporate vehicle

Fyshe Underwriting LLP

Indirect

100%

-

100%

Lloyd's of London corporate vehicle

Nomina No 505 LLP

Indirect

100%

-

100%

Lloyd's of London corporate vehicle

Nomina No 321 LLP

Direct

100%

-

100%

Lloyd's of London corporate vehicle

Llewellyn House Underwriting Limited

Direct

100%

-

100%

Lloyd's of London corporate vehicle

Advantage DCP Limited

Direct

100%

-

100%

Lloyd's of London corporate vehicle

Romsey Underwriting Limited

Direct

100%

-

100%

Lloyd's of London corporate vehicle

Nameco (No. 409) Limited

Direct

100%

-

-

Lloyd's of London corporate vehicle

 

Helios UTG Partner Limited, a subsidiary of the Company, owns 100% of Nomina No 035 LLP, Nomina No 342 LLP, Nomina No 372 LLP, Salviscount LLP, Inversanda LLP, Fyshe Underwriting LLP, Nomina No 505 LLP and Nomina No 321 LLP. The cost of acquisition of these LLPs is accounted for in Helios UTG Partner Limited, their immediate Parent Company.

RBC CEES Trustee Limited is a newly incorporated entity in year 2017 to satisfy the requirements of the Joint Share Ownership Plan.

On 21 February 2019 the Company sold its 500 Ordinary £1 shares in Dumasco Limited at the nominal value of £500.

For details of all new acquisitions in the 6 months to 30 June 2019, refer to note 12.

For details of all new acquisitions made during the post balance sheet period refer to note 16.

11. Share capital and share premium

 

Number of

shares (i)

Ordinary share

capital

£'000

Partly

paid ordinary

share capital

£'000

Share

premium

£'000

Total

£'000

Ordinary shares of 10p each and share premium at 1 January 2018

15,104,240

1,460

50

15,387

16,897

Ordinary shares of 10p each and share premium at 31 December 2018

15,104,240

1,460

50

15,387

16,897

Ordinary shares of 10p each and share premium at 1 January 2019

15,104,240

1,460

50

15,387

16,897

Ordinary shares of 10p each and share premium at 30 June 2019

15,104,240

1,460

50

15,387

16,897

 

 (i) Number of shares

 

30 June 2019

31 December 2018

Allotted, called up and fully paid ordinary shares:

 

 

On the market

14,348,462

14,440,962

Company buy back of ordinary shares held in treasury (iii)

255,778

163,278

 

14,604,240

14,604,240

Uncalled and partly paid ordinary share under the JSOP scheme (ii)

500,000

500,000

 

15,104,240

15,104,210

 

In July 2019 the Company issued additional ordinary shares, as disclosed in note 16.

 

(ii)  The partly paid ordinary shares are not entitled to dividend distribution rights during the year.

(iii)  Treasury shares: purchase of own shares:

During the period, the Company bought back some of its own ordinary shares on the market and these are held in treasury, as detailed below:

 

Number of shares

Market value consideration price

Nominal value 10p each

Year end 31 December 2018

163,278

202,598

16,328

Movement in the Treasury share buy backs during the 6 months to 30 June 2019

92,500

134,000

9,250

Total as at 30 June 2019

255,778

336,598

25,578

 

The retained earnings for the 6 months ended 30 June 2019 have been reduced by £134,000, being the consideration paid on the market for these shares, as shown in the consolidated statement of changes in equity.

 

The Company cannot exercise any rights over these bought back and held in treasury shares, and has no voting rights.  No dividend of other distribution of the Company's assets can be paid to the Company in respect of the treasury shares that it holds.

As at 30 June 2019 the 255,778 own shares bought back represent 1.78% of the total allotted, called up and fully paid ordinary shares of the Company of 14,604,240.

12. Acquisition of Limited Liability Vehicles

 

Nameco (No. 409) Limited

On 6 February 2019, Helios Underwriting plc acquired 100% of the issued share capital of Nameco (No. 409) Limited for a total consideration of £1,346,000. Nameco (No. 409) Limited is incorporated in England and Wales and is a corporate member of Lloyd's.

The acquisition has been accounted for using the acquisition method of accounting. After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of the net assets was £1,631,000. Negative goodwill of £285,000 arose on acquisition which has been recognised as goodwill on bargain purchase in the income statement. The following table explains the fair value adjustments made to the carrying values of the major categories of assets and liabilities at the date of acquisition:

 

Carrying value

£'000

Adjustments

£'000

Fair value

£'000

Intangible assets

11

429

440

Financial assets at fair value through profit or loss

1,360

-

1,360

Reinsurance assets:

 

 

 

- reinsurers' share of claims outstanding

552

-

552

- reinsurers' share of unearned premium

176

-

176

Other receivables, including insurance and reinsurance receivables

1,826

-

1,826

Deferred acquisition cost

139

-

139

Prepayments and accrued income

10

-

10

Cash and cash equivalents

336

-

336

Insurance liabilities:

 

 

 

- claims outstanding

(1,974)

-

(1,974)

- unearned premium

(648)

-

(648)

Deferred income tax liabilities

(2)

(82)

(84)

Other payables, including insurance and reinsurance payables

(465)

-

(465)

Accruals and deferred income

(37)

-

(37)

Net assets acquired

1,284

347

1,631

Satisfied by:

 

 

 

Cash and cash equivalents

1,346

-

1,346

Loan paid on acquisition

-

-

-

Total consideration

(1,346)

-

(1,346)

Negative goodwill

62

(347)

(285)

 

 

2017 year

of account

2018 year

of account

2019 year

of account

Capacity acquired

1,194,112

1,230,299

1,069,040

 

The net earned premium and profit of Nameco (No. 409) Limited for the period since the acquisition date to 30 June 2019 are £349,000 and £7,000 respectively.

Negative goodwill has arisen on the acquisition of Nameco (No. 409) Limited as a result of the purchase consideration being at a discount to the fair value of net assets acquired.

13. Related party transactions

Helios Underwriting plc has inter-company loans with its subsidiaries which are repayable on three months' notice provided it does not jeopardise each company's ability to meet its liabilities as they fall due. All inter-company loans are therefore classed as falling due within one year. The amounts outstanding as at 30 June 2019 are set out below:

Company

30 June 2019 Unaudited

£'000

30 June 2018 Unaudited £'000

31 December 2018

£'000

Balances due from/(to) Group companies at the period end:

 

 

 

Hampden Corporate Member Limited

66

(103)

265

Nameco (No. 365) Limited

(47)

(61)

(36)

Nameco (No. 605) Limited

(104)

(153)

(16)

Nameco (No. 321) Limited

(21)

(9)

4

Nameco (No. 917) Limited

3,473

6,483

3,812

Nameco (No. 229) Limited

(20)

(10)

3

Nameco (No. 518) Limited

(14)

(40)

20

Nameco (No. 804) Limited

(114)

11

(45)

Halperin Underwriting Limited

(12)

(29)

7

Bernul Limited

40

13

66

Dumasco Limited

38

(43)

38

Nameco (No. 311) Limited

(4)

(37)

20

Nameco (No. 402) Limited

(164)

(194)

(143)

Updown Underwriting Limited

(50)

53

(21)

Nameco (No. 507) Limited

43

32

91

Nameco (No. 76) Limited

(173)

(41)

(141)

Kempton Underwriting Limited

(30)

62

2

Devon Underwriting Limited

104

220

138

Nameco (No 346) Limited

(336)

(93)

(263)

Pooks Limited

197

464

345

Charmac Underwriting Limited

(371)

(378)

(351)

Nottus (No 51) Limited

11

232

35

Chapman /underwriting Limited

403

590

383

Llewellyn House Underwriting Limited

34

-

63

Advantage DCP Limited

(1,019)

 

72

Romsey Underwriting Limited

1,188

 

459

Nameco (No. 409) Limited

(598)

 

 

Nomina No 035 LLP

-

-

-

Nomina No 342 LLP

-

-

-

Nomina No 380 LLP

-

-

-

Nomina No 372 LLP

-

-

-

Salviscount LLP

-

-

-

Inversanda LLP

-

-

-

Fyshe UTG LLP

-

-

-

Nomina No 505 LLP

-

-

-

Nomina No 321 LLP

-

-

-

Helios UTG Partner Limited

777

1,113

811

RBC CEES Trustee Limited

50

50

50

Total

3,347

8,132

5,668

 

Helios Underwriting plc and its subsidiaries have entered into a management agreement with Nomina plc. Jeremy Evans, a Director of Helios Underwriting plc and its subsidiary companies, 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 £180,000 (2018: £160,000).

The Limited Liability Vehicles have entered into a members' agent agreement with Hampden Agencies Limited. Jeremy Evans, a Director of Helios Underwriting plc and its subsidiary companies, is also a director of Hampden Capital plc, which controls Hampden Agencies Limited. Under the agreement, the Limited Liability Vehicles will pay Hampden Agencies Limited a fee based on a fixed amount, which will vary depending upon the number of syndicates the Limited Liability Vehicles underwrite on a bespoke basis, and a variable amount depending on the level of underwriting through the members' agent pooling arrangements. In addition, the Limited Liability Vehicles will pay profit commission on a sliding scale from 1% of the net profit up to a maximum of 10%. The total fees payable for 2019 are set out below:

Company

30 June 2019 Unaudited

£'000

30 June 2018 Unaudited £'000

31 December

2018

£'000

Hampden Corporate Member Limited

-

-

-

Nameco (No. 365) Limited

-

-

-

Nameco (No. 605) Limited

-

-

-

Nameco (No. 321) Limited

-

-

-

Nameco (No. 917) Limited

67

58

57

Nameco (No. 229) Limited

-

-

-

Nameco (No. 518) Limited

-

-

-

Nameco (No. 804) Limited

-

-

-

Halperin Underwriting Limited

-

-

-

Bernul Limited

-

-

-

Dumasco Limited

-

-

-

Nameco (No. 311) Limited

-

10

-

Nameco (No. 402) Limited

-

11

-

Updown Underwriting Limited

-

-

-

Nameco (No. 507) Limited

-

15

-

Nameco (No. 76) Limited

-

2

-

Kempton Underwriting Limited

-

2

7

Devon Underwriting Limited

-

7

44

Nameco (No 346) Limited

23

44

6

Pooks Limited

-

6

22

Charmac Underwriting Limited

2

22

13

Nottus (No 51) Limited

2

13

8

Chapman Underwriting Limited

22

-

54

Llewellyn House Underwriting Limited

-

-

35

Advantage DCP Limited

10

-

-

Romsey Underwriting Limited

35

-

-

Nomina No 035 LLP

-

-

-

Nomina No 342 LLP

-

-

-

Nomina No 380 LLP

-

-

-

Nomina No 372 LLP

-

-

18

Salviscount LLP

4

18

6

Inversanda LLP

-

-

18

Fyshe Underwriting LLP

-

-

8

Nomina No 505 LLP

2

-

14

Nomina No 321 LLP

6

-

8

Nameco (No. 409) Limited

8

-

-

Helios UTG Partner Limited

-

-

-

Total

181

208

313

 

The Group entered into quota share reinsurance contracts for the 2017, 2018 and 2019 years of account with protected cell companies of Hampden Insurance PCC (Guernsey) Limited.  The Limited Liability Vehicles' underwriting year of account quota share participations are set out below:

Company or partnership

2017

2018

2019

Hampden Corporate Member Limited

-

-

-

Nameco (No. 365) Limited

-

-

-

Nameco (No. 605) Limited

-

-

-

Nameco (No. 321) Limited

-

-

-

Nameco (No. 917) Limited

70%

70%

70%

Nameco (No. 229) Limited

-

-

-

Nameco (No. 518) Limited

-

-

-

Nameco (No. 804) Limited

-

-

-

Halperin Underwriting Limited

-

-

-

Bernul Limited

-

-

-

Dumasco Limited

-

-

-

Nameco (No. 311) Limited

-

-

-

Nameco (No. 402) Limited

-

-

-

Updown Underwriting Limited

-

-

-

Nameco (No. 507) Limited

-

-

-

Nameco (No. 76) Limited

-

-

-

Kempton Underwriting Limited

-

-

-

Devon Underwriting Limited

70%

70%

-

Nameco (No. 346) Limited

70%

70%

70%

Pooks Limited

70%

70%

-

Charmac Underwriting Limited

70%

70%

-

Nottus (No 51) Limited

70%

70%

-

Chapman Underwriting Limited

-

70%

70%

Helios UTG Partner Limited

-

-

-

Nomina No 035 LLP

-

-

-

Nomina No 342 LLP

-

-

-

Nomina No 380 LLP

-

-

-

Nomina No 372 LLP

-

-

-

Salviscount LLP

70%

70%

-

Inversanda LLP

70%

70%

-

Fyshe Underwriting LLP

-

-

-

Nomina No 505 LLP

-

-

-

Llewellyn House Underwriting Limited

-

-

-

Advantage DCP Limited

-

-

70%

Romsey Underwriting Limited

-

-

70%

Nomina No 321 LLP

-

-

70%

Nameco (No. 409) Limited

-

70%

70%

 

Nigel Hanbury, a Director of Helios Underwriting plc and its subsidiary companies, is also a director and majority shareholder in Hampden Insurance Guernsey PCC Limited. Hampden Capital plc, a substantial shareholder in Helios Underwriting plc, is also a substantial shareholder in Hampden Insurance Guernsey PCC Limited - Cell 6. Under the agreement, the Group accrued a net reinsurance premium recovery of £3,968,000 (2018: £5,176,000) during the period.

In July 2019, Nigel Hanbury, a Director of Helios Underwriting Plc has sold to the Group a corporate vehicle, Nameco (No 1113) Limited, refer to note 16.

14. Ultimate controlling party

The Directors consider that the Group has no ultimate controlling party.

 

14. Syndicate participations

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

Syndicate or MAPA number

Managing or members' agent

Allocated capacity per year of account

2016

£

2017]

£

2018

£

2019

£

33

Hiscox Syndicates Limited

4,417,568

5,636,551

7,461,603

6,686,370

218

ERS Syndicate Management Limited

2,073,904

2,738,416

4,306,769

4,368,248

308

Tokio Marine Kiln Syndicates Limited

132,000

132,000

-

-

318

Beaufort Underwriting Agency Limited

866,250

866,250

866,250

836,250

386

QBE Underwriting Limited

1,391,616

1,127,934

1,171,776

1,225,267

510

Tokio Marine Kiln Syndicates Limited

8,221,084

8,891,847

9,198,519

9,352,291

557

Tokio Marine Kiln Syndicates Limited

1,028,547

830,415

650,201

650,201

609

Atrium Underwriters Limited

4,101,838

4,160,681

4,667,260

4,777,862

623

Beazley Furlonge Limited

5,205,716

6,441,574

7,635,491

8,037,706

727

S A Meacock & Company Limited

1,078,662

1,086,144

1,110,693

1,140,748

1176

Chaucer Syndicates Limited

661,905

722,837

949,535

949,535

1200

Argo Managing Agency Limited

267,554

77,143

-

-

1729

Asta Managing Agency Limited

271,586

53,353

233,925

-

1884

Charles Taylor Managing Agency Limited

325,000

17,500

-

-

1910

Asta Managing Agency Limited

1,282,653

-

-

-

1969

Apollo Syndicate Management Limited

528,396

322,343

131,082

-

1991

R&O Managing Agency Limited

455,867

551,641

-

-

2010

Cathedral Underwriting Limited

1,856,032

1,851,493

1,928,249

1,976,199

2014

Pembroke Managing Agency Limited

2,670,843

2,068,606

330,000

-

2121

Argenta Syndicate Management Limited

731,250

920,833

920,833

920,833

2525

Asta Managing Agency Limited

269,052

271,196

367,934

465,078

2689

Asta Managing Agency Limited

-

1,432,508

350,000

-

2791

Managing Agency Partners Limited

4,871,833

4,945,540

5,156,597

5,253,593

2988

Brit Syndicates Limited

-

65,763

200,000

-

4444

Canopius Managing Agents Limited

735,429

678,397

1,093,635

-

5820

ANV Syndicates Limited

1,174,479

-

-

-

5886

Asta Managing Agency Limited

-

108,780

154,147

207,968

6103

Managing Agency Partners Limited

268,518

302,354

1,177,062

1,177,062

6104

Hiscox Syndicates Limited

1,833,266

1,008,862

1,012,697

1,016,516

6107

Beazley Furlonge Limited

602,183

641,390

957,286

1,180,999

6111

Catlin Underwriting Agencies Limited

2,528,243

278,279

249,065

-

6117

Argo Managing Agency Limited

1,923,344

2,924,651

3,081,000

2,905,074

7066

Members' agent pooling arrangement

810,356

890,580

983,154

-

7200

Members' agent pooling arrangement

204,504

163,920

-

-

7201

Members' agent pooling arrangement

1,046,079

866,838

-

-

7202

Members' agent pooling arrangement

378,539

313,269

-

-

7203

Members' agent pooling arrangement

101,811

97,098

-

-

7211

Members' agent pooling arrangement

175,265

192,184

-

-

7215

Members' agent pooling arrangement

150,917

164,129

-

-

7217

Members' agent pooling arrangement

274,095

288,521

348,378

250,000

7227

Members' agent pooling arrangement

81,978

5,521

4,817

-

7231

Members' agent pooling arrangement

-

240,000

240,000

286,665

Total

 

54,998,162

54,377,341

56,937,958

53,664,465

 

15. Group-owned net assets

The Group statement of financial position 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 statement of financial position between Group and syndicate assets and liabilities:

 

 

30 June 2019

30 June 2018

31 December 2018

Group

£'000

Syndicate

£'000

Total

£'000

Group

£'000

Syndicate

£'000

Total

£'000

Group

£'000

Syndicate

£'000

Total

£'000

Assets

 

 

 

 

 

 

 

 

 

Intangible assets

16,490

-

16,490

12,257

-

12,257

16,051

-

16,051

Financial assets at fair value through profit or loss

10,850

45,657

56,507

8,124

33,587

41,711

8,388

49,687

58,075

Reinsurance assets:

 

-

-

 

 

 

-

-

-

- reinsurers' share of claims outstanding

61

21,172

21,233

449

13,715

14,164

-

22,698

22,698

- reinsurers' share of unearned premium

-

7,163

7,163

-

4,791

4,791

-

4,057

4,057

Other receivables, including insurance and reinsurance receivables

8,151

42,566

50,717

3,772

32,407

36,179

10,156

42,782

52,938

Deferred acquisition costs

-

6,228

6,228

-

4,382

4,382

-

6782

6,782

Prepayments and accrued income

179

522

701

260

382

642

-

439

439

Cash and cash equivalents

2,018

4,979

6,997

4,139

3,900

8,039

9,717

2,485

12,202

Total assets

37,749

128,287

166,036

29,001

93,164

122,165

44,312

128,930

173,242

Liabilities

 

 

 

 

 

 

 

 

 

Insurance liabilities:

 

 

 

 

 

 

 

 

 

- claims outstanding

-

80,204

80,204

-

55,685

55,685

-

88,032

88,032

- unearned premium

-

30,631

30,631

-

20,773

20,773

-

24,772

24,772

Deferred income tax liabilities

2,134

-

2,134

2,094

-

2,094

2,569

66

2,635

Borrowings

1,034

-

1,034

-

-

-

9,196

-

9,196

Other payables, including insurance and reinsurance payables

1,694

25,774

27,468

1,678

19,831

21,509

2,650

22,671

25,321

Accruals and deferred income

3,171

326

3,497

826

305

1,131

1,241

1,000

2,241

Total liabilities

8,033

136,935

144,968

4,598

96,594

101,192

15,656

136,541

152,197

Equity attributable to owners of the Parent

 

 

 

 

 

 

 

 

 

Share capital

1,510

-

1,510

1,510

-

1,510

1,510

-

1,510

Share premium

15,387

-

15,387

15,387

-

15,387

15,387

-

15,387

Other reserves

(50)

-

(50)

(50)

-

(50)

(50)

-

(50)

Retained earnings

12,869

(8,648)

4,221

7,556

(3,430)

4,126

11,809

(7,611)

4,198

Total equity

29,716

(8,648)

21,068

24,403

(3,430)

20,973

28,656

(7,611)

21,045

Total liabilities and equity

37,749

128,287

166,036

29,001

93,164

122,165

44,312

128,930

173,242

 

16. Events after the financial reporting period

 

Acquisitions

 

Nameco (No. 1113) Limited

On 17 July 2019, Helios Underwriting plc acquired 100% of the issued share capital of Nameco (No. 1113) Limited for a total consideration of £2,036,000. Nameco (No. 1113) Limited is incorporated in England and Wales and is a corporate member of Lloyd's.

The acquisition has been accounted for using the acquisition method of accounting. After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of the net assets was £2,169,000. Negative goodwill of £133,000 arose on acquisition which will be recognised as goodwill on bargain purchase in the income statement for the year ending 31 December 2019.  The following table explains the fair value adjustments made to the carrying values of the major categories of assets and liabilities at the date of acquisition:

 

Carrying value

£'000

Adjustments

£'000

Fair value

£'000

Intangible assets

7

1,105

1,112

Financial assets at fair value through profit or loss

1,542

-

1,542

Reinsurance assets:

 

 

 

- reinsurers' share of claims outstanding

1,000

-

1,000

- reinsurers' share of unearned premium

63

-

63

Other receivables, including insurance and reinsurance receivables

2,629

1,083

3,712

Deferred acquisition cost

107

-

107

Prepayments and accrued income

23

-

23

Cash and cash equivalents

169

-

169

Insurance liabilities:

 

 

 

- claims outstanding

(3,425)

-

(3,425)

- unearned premium

(637)

-

(637)

Deferred income tax liabilities

(3)

(416)

(419)

Other payables, including insurance and reinsurance payables

(965)

-

(965)

Accruals and deferred income

(113)

-

(113)

Net assets acquired

397

1,772

2,169

Satisfied by:

 

 

 

1,590,769 Ordinary 10p shares issued

2,036

-

2,036

Loan paid on acquisition

-

-

-

Total consideration

(2,036)

-

(2,036)

Negative goodwill

1,640

(1,772)

(133)

 

 

2017 year

of account

2018 year

of account

2019 year

of account

Capacity acquired

1,796,419

2,035,238

1,994,276

 

The purchase consideration was satisfied by the issue of 1,590,769 Ordinary shares of nominal value of 10p each, issued at the share price of £1.28 each.

Issued share capital

On 17 July 2019 the Company issued 1,590,769 ordinary 10p shares as part of the acquisition settlement of Nameco (No.1113) Limited (formally owned by Nigel Hanbury, and director and shareholder of the Company) as explained above.

On 17 July 2019 the Company issued a further 1,695,897 ordinary 10p shares as part of the capital raise and an open offer, bringing the total number of shares in issue (excluding Treasury shares and uncalled partly paid shares) to 17,635,128 at the date of signing these financial statements.  The estimate of the costs incurred in relation to the issue of shares at the date of signing these accounts equates to £275,000.

 

Share buy back

Since the balance sheet date, the Company has continued its share buyback programme.  The Company has purchased a further 124,500 shares for a total consideration of £141,000.  These shares will be held in Treasury (see note 11)

 

The Interim Report will be made available in electronic format on the Company's website, www.huwplc.com.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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