TIDMHUW

RNS Number : 9083N

Helios Underwriting Plc

28 September 2023

28 September 2023

Helios Underwriting plc

("Helios" or the "Company")

Interim Results for the Six Months Ended 30 June 2023

Helios Underwriting plc is an investment vehicle which provides shareholders with participation in the Lloyd's insurance market through an actively managed spread portfolio of syndicate capacity , announces its unaudited results for the six months ended 30 June 2023.

-- Gross written premiums increased by 28% to GBP160 (HY 2022 - GBP124m) reflecting the increase in the capacity portfolio

-- Further rate increase achieved by the Lloyd's market of 9.1% (HY 2022 7.7%) over the six month period continuing the excellent market conditions at Lloyd's.

-- 252% improvement in the underwriting result to GBP11.6m (HY 2022- GBP3.3m) with an 88% combined ratio

-- The increase of 33% in the underwriting exposure in 2023 Year of Account to GBP244m of retained capacity will contribute to the underwriting result in the future.

-- Investment returns of GBP3.1m (HY 2022 - losses GBP3.5m) have been booked in the first six months benefiting from the increased interest rates

   --      Operating profit is GBP6.0m (30 June 202 2 - a loss of GBP3.4m) 
   --      The net tangible asset value per share is GBP1.54 per share (FY 2022 - GBP1.52 per share) 

Martin Reith, Chief Executive, provides the following overview:

"The continued improvement in market conditions presents exciting opportunities for Helios. The portfolio is positioned to benefit from pricing and market discipline and underwriting profits are now being recognised from five years of improved underwriting margins. We are confident that given market discipline, we should continue to see favorable returns across our portfolio. The resilience of these conditions seem to be more sustainable and we fully expect our portfolio to thrive.

"The results are a little skewed as a consequence of the recent rapid 33% growth in our retained capacity in 2023 and a cautious approach to reserving adopted within our portfolio. With the passage of time and as the better loss ratio premium earns through, we are confident that our portfolio will demonstrate outperformance against a prudent reserving strategy. The impact of the increased yields on the Group investments will make a contribution in the future."

Helios Underwriting plc

Martin Reith - Chief Executive

   Arthur Manners - Chief Financial Officer                       +44 203 965 6441 

Numis

   Giles Rolfe                                                                      +44 (0)20 260 1000 

Charles Farquhar

Buchanan

   Helen Tarbet / George Beale                                          +44 (0)7872 604 453 

+44 (0)20 7466 5111

Chairman's statement

Six months ended 30 June 2023

Helios Underwriting plc is the only listed vehicle where investors can own a share in a company with a broad spread of Lloyd's syndicate participations and where the Funds at Lloyd's (FAL) ratio is less than 50% meaning that for every GBP1 of capital at work it underwrites GBP2 or more in capacity.

Under the direction of our new Chief Executive, Helios has plans to continue its growth and broaden still further into insurance underwriting activities at a time when market conditions are attractive.

These conditions give us confidence to return capital to shareholders, initially through a share buyback programme and the Board will be reviewing the dividend policy in the future.

 
              SUMMARY FINANCIAL INFORMATION 
                                      6 months to 30 June 
                                         2023        2022 
                                     GBP000's    GBP000's 
 Gross written premium                158,509     124,067 
                                   ----------  ---------- 
 Underwriting result                   11,658       3,291 
 Investment Income - syndicates         3,160     (3,560) 
 Net quota share                      (4,378)       (383) 
 Net profits from portfolio            10,441       (652) 
 Other income                             739         833 
 Costs                                (5,146)     (3,612) 
 Operating profit / loss for the 
  period                                6,034     (3,431) 
                                   ----------  ---------- 
 Profit/(loss) after tax                4,351     (3,264) 
                                   ----------  ---------- 
 Earnings per share                     5.71p     (4.44)p 
 Net Tangible Asset Value per        GBP1.54p    GBP1.52p 
  Share 
 

The combined underwriting result has improved substantially as the underlying profitability of the portfolio starts to be recognised. Given the improved terms on property and property catastrophe business achieved at the beginning of the year, the impact of worldwide natural catastrophes in the period has been muted.

 
                              2023       2022   % Increase 
                          GBP000's   GBP000's 
 Gross premium written     160,493    124,067          28% 
 Net earned premium         97,316     59,990          62% 
 Net insurance claims 
  & operating expenses    (85,658)   (56,699)          51% 
 Underwriting result        11,658      3,291         254% 
 Investment Income           3,160    (3,560) 
 Operating profit/loss      14,819      (269) 
 Combined ratio                88%        95% 
 
 

The figures in the above table are gross of pre-acquition

The increase in the gross written premiums reflect the growth of the capacity portfolio to GBP310m for the 2023 underwriting year. The combined portfolio ratio of 88% is in line with the combined ratio for the Lloyds market of 85% and has improved substantially given the contribution of the profitability from the 2022 year.

6 months to 30th June

 
                                    2021 
                               and prior       2022       2023      Total 
                                GBP000's   GBP000's   GBP000's   GBP000's 
 Net Earned Premium                4,113     68,516     24,687     97,316 
                            ------------  ---------  ---------  --------- 
 Underwriting result               1,973     13,215    (3,531)     11,658 
 Investment Income                 1,801      1,165        195      3,160 
                            ------------  ---------  ---------  --------- 
 Operating (loss) 
  / profit                         3,774     14,380    (3,336)     14,818 
 Quota Share Reinsurers          (1,429)    (3,679)        730    (4,378) 
                            ------------  ---------  ---------  --------- 
 Total Group Underwriting 
  Profit/(loss)                    2,345     10,701    (2,606)     10,440 
                            ------------  ---------  ---------  --------- 
 

The underwriting contribution from the 2022 underwriting years reflects the expected development of those years after recognising underwriting losses at an early stage. 2023 to date represents an initial loss due to the higher proportion of expenses and reinsurance costs allocated to the first six months of the underwriting year. The future recognition of the Net Earned Premiums from 2023 year, given the increased underwriting exposure, will benefit the underwriting result in the future.

 
                          6 months to 30th June 
                               2023         2022 
                           GBP000's     GBP000's 
 Stop loss costs            (1,083)        (783) 
 Excess of Loss costs       (1,778)        (812) 
 Operating costs            (2,285)      (2,017) 
 Total Costs                (5,146)      (3,612) 
                        ===========  =========== 
 

The excess of loss costs has increased in line with the additional funds provided by reinsurers and by banks. Operating costs have been impacted by the additional resources taken on to manage the larger portfolio

 
 Financial Investments    GBP000's    Investment   Yield 
                                          Return 
                                      - GBP000's 
 Syndicate investment 
  assets                   182,253         3,160   1.71% 
 Group investment 
  assets                    77,297          (19)   0.03% 
                           259,550         3,141   1.21% 
                         ---------  ------------  ------ 
 

Helios's share of the syndicate investments has increased by 43% since 30 June 2022 and has generated a positive return of 1.71% in the first 6 months of the year in comparison to a negative yield of 2.8% in the comparative period last year. The Group funds will continue to earn interest for the balance of the year. The Group's share of the syndicate investments is expected to continue to increase to reflect the growth of the capacity portfolio.

Helios Retained Capacity

The positive momentum in both insurance and reinsurance pricing has continued into 2023 as the property and property reinsurance rates increased significantly at the beginning of the year. The improvement in underwriting conditions over the last five years will provide a platform for better prospects for underwriting returns over the next few years.

Helios has increased its retained capacity to GBP244.5m for the 2023 underwriting year, an increase of 42% to take advantage of the current market conditions. The proportion of the capacity reinsured has been reduced while the capital provided by the reinsurers has remained steady. The quota share reinsurers fund their share of the capital requirements and pay Helios a fee and a profit commission. The strategy of building a portfolio of underwriting capacity that can be accessed by alternative sources of capital is expected to be developed in the future as we regard this as an attractive opportunity to increase the fee income generated from the portfolio.

 
 GBPm                     2023 Capacity   Capacity Value 
 2023 YOA                         310.8             62.6 
 Expected Pre-emptions             14.5              6.3 
 Increase in NTAV per share                         6.2p 
 

Helios has received preliminary indications of pre-emptions for the 2023 year of account from the syndicates supported of GBP14.5m which are subject to approval by Lloyd's. The value of the capacity portfolio, using the 2022 weighted average prices, including the value of the expected pre-emptions for 2023 (using the 2022 weighted average capacity prices) could increase to GBP69m - an increase of 10%.

Wild-fire Defense Syndicate

Helios became the cornerstone FAL provider in a new SIAB 1996 which commenced underwriting from July this year underwriting GBP6m of capacity for 2023 year of account. WDS provides insurance cover to commercial businesses located in California for the risks of wildfire. Their intervention techniques have saved may properties from destruction and provide much needed cover in this challenging environment.

Acquisitions in 2023 to date

Four acquisitions have been completed to date increasing the portfolio by GBP8m of capacity.

 
                       2023   Humphrey's 
           GBPm    Capacity    Valuation   Total Consideration**   Discount 
 Nameco 606             2.0          1.6                     1.5       5.8% 
 Nameco 1208            1.8          1.0                     0.7      25.0% 
 Park Farm UW*          2.3          3.4                     3.2       6.3% 
 Chorlton UW*           2.1          2.1                     2.0      10.0% 
 Total                  8.2          8.1                     7.4      11.1% 
                 ==========  ===========  ======================  ========= 
 

*Completed after 30(th) June 2023

** includes the cash consideration plus the proprietors loans assumed by the group

Our strategy of building a portfolio of syndicate capacity continues to rely on the flow of LLVs for sale at reasonable prices. The discounts achieved to the Humphrey Valuations have decreased as both Vendor expectations of future value have increased and as other purchasers have realised the value of the potential future profitability of these capacity portfolios.

Capital Position as at 30(th) June 2023

 
 Underwriting capital               30 June   31 December 
                                       2023          2022 
                                       GBPm          GBPm 
 Quota share reinsurance panel         22.3          27.8 
 Excess of loss funds at Lloyd's       46.4          41.2 
 Helios own funds                      62.4          58.3 
 Solvency credits                      21.2           0.7 
 Total                                152.3         128.0 
                                   ========  ============ 
 
 Total Capacity                       310.8         296.7 
 Economic capital requirement         128.6         126.4 
 Capital Ratio                          41%           42% 
 Surplus Capital                       23.7           1.6 
                                   ========  ============ 
 

The improvement in the Solvency position of the capacity portfolio, increasing the solvency credits to GBP21m as profits have been recognized within the supported syndicates. Surplus solvency credits of GBP10m have recently been released to improve the free cash position of the Company.

Return of Capital to Shareholders

Helios is committed to returning capital to shareholders. The Board has already announced a share repurchase program and is actively considering other mechanisms to achieve this goal. This will also potentially include the review and increase of our dividend policy.

The Company has allocated GBP1million recently for the buyback of its shares as the share price is below tangible book value. The Board believes that while the share price remains at these levels it is in shareholders' interests to continue to buy back shares in the market.

The net tangible asset value per share is GBP1.54p per share (Dec 2022 - GBP1.52p per share). The net assets include a deferred tax provision of GBP14m on the value of the capacity portfolio.

Financial results summary

Six months ended 30 June 2023

 
                                          6 months to 30   6 months to 30 
                                               June 2023        June 2022 
                                                 GBP'000          GBP'000 
 
 Underwriting profits                             10,441            (652) 
 Other Income 
 Fees from reinsurers                                720              442 
 Corporate reinsurance recoveries                      -              307 
 Goodwill on bargain purchase                          -                - 
 Investment income                                    19               84 
                                         ---------------  --------------- 
 Total Other Income                                  739              833 
 Costs 
 Pre-acquisition                                   (184)                - 
 Stop loss costs                                 (1,931)          (1,224) 
 Operating costs                                 (3,031)          (2,388) 
                                         ---------------  --------------- 
 Total Costs                                     (5,146)          (3,612) 
 Operating profit before impairments 
  of goodwill 
  and capacity                                     6,034          (3,431) 
 Amortisation of goodwill                            302              638 
 Tax                                             (1,985)            (214) 
 Revaluation of syndicate capacity                     -                - 
 Income tax relating to the components 
  of other 
  Comprehensive income                                 -            (257) 
                                         ---------------  --------------- 
 Profit/(loss) for the period/year                 4,351          (3,264) 
                                         ---------------  --------------- 
 
 
 Period to 30 June 2023 
  Underwriting      Helios    Portfolio       Portfolio      Helios                   Helios                    Helios 
          Year    retained    mid point        Expected      Earned                  Profits                   Profits 
                  capacity    forecasts         Profits      before                                       to be earned 
                        at                                      tax                                             in the 
                                                                                                                future 
                   30 June        at 30                       to 31                  to 30th 
                      2023         June                    Dec 2022                June 2023 
                                   2023 
                      GBPm                      GBP'000     GBP'000                  GBP'000                   GBP'000 
 
          2021       102.3        4.90%           5,016         711                    2,346                     1,959 
          2022       180.9        5.68%          10,272     (7,088)                   10,701                     6,659 
          2023       234.2          N/A                                              (2,606) 
                                                                                      10,441                     8,618 
                                                                     -----------------------  ------------------------ 
                                                 Impact 
                                                on NTAV                                12.8p                      8.5p 
 
 

Financial results summary continued

Six months ended 30 June 2023

Summary Balance Sheet

The summary Group balance sheet excludes items relating to syndicate participations. See Note 16 for further information.

 
                    30 June 2023  31 December 2022 
                         GBP'000           GBP'000 
------------------  ------------  ---------------- 
Intangible assets         61,236            59,375 
Funds at Lloyd's          77,297            73,771 
Other cash                 2,020            10,254 
Other assets               6,958             6,909 
------------------  ------------  ---------------- 
Total assets             147,511           150,309 
------------------  ------------  ---------------- 
Deferred tax              13,921            11,228 
Borrowings                15,000            15,000 
Other liabilities          7,732             3,839 
------------------  ------------  ---------------- 
Total liabilities         36,653            30,067 
------------------  ------------  ---------------- 
Syndicate equity           6,292           (5,123) 
------------------  ------------  ---------------- 
Total equity             117,150           115,119 
------------------  ------------  ---------------- 
 

Summary Group Cash Flow

The summary group cash flow sheet excludes items relating to syndicate participations. See Note 16 for further information.

 
                                                    6 months to 30 June 2023   6 months to 30 June 2022 
                                                                     GBP'000                    GBP'000 
 
 Opening Balance (free cash)                                          10,254                     16,178 
 
 Income 
 Acquired on acquisition                                                   9                          - 
 Distribution of profits (net of tax retentions)                       3,091                      2,422 
 Transfers from Funds at Lloyds'                                       2,499                      5,277 
 Investment income                                                       375                         55 
 Borrowings                                                                -                     15,000 
 
 Expenditure 
 Operating costs (inc Hampden / Nomina fees)                         (2,988)                    (1,409) 
 Reinsurance Cost                                                    (3,408)                      (857) 
 Acquisition of LLV's                                                (1,569)                          - 
 Transfers to Funds at Lloyds'                                       (6,067)                   (21,886) 
 Tax                                                                   (236)                        293 
 Dividends paid                                                            -                    (2,034) 
 Closing balance                                                       1,960                     13,039 
                                                   -------------------------  ------------------------- 
 

Financial results summary continued

Six months ended 30 June 2023

Net tangible asset per share

 
                            6 months to 30   Year to 31 December 
                                 June 2023                  2022 
                                   GBP'000               GBP'000 
 
 Net tangible assets                55,915                55,743 
 Value of capacity 
  (WAV)                             61,548                59,967 
                           ---------------  -------------------- 
                                   117,463               115,710 
                           ---------------  -------------------- 
 Shares in issue - 
  on the market                     76,218                76,218 
 Shares in issue - 
  total of on the market 
  and JSOP shares                   77,318                77,318 
 Net tangible asset 
  value per share GBP 
  - on the market                 GBP1.54p              GBP1.52p 
 Net tangible asset 
  value per share GBP 
  - on the market and 
  JSOP shares                     GBP1.52p              GBP1.50p 
 

Interim condensed consolidated statement of comprehensive income

Six months ended 30 June 2023

 
                                                                6 months     6 months 
                                                                   ended        ended 
                                                                 30 June      30 June 
                                                                    2023         2022 
                                                               Unaudited    Unaudited 
                                                        Note     GBP'000      GBP'000 
----------------------------------------------------  ------  ----------  ----------- 
Gross premium written                                      4     158,509      124,067 
Reinsurance premium ceded                                       (49,587)     (35,291) 
----------------------------------------------------  ------  ----------  ----------- 
Net premium written                                        4     108,922       88,776 
----------------------------------------------------  ------  ----------  ----------- 
Change in unearned gross premium provision                 5    (34,899)     (46,338) 
Change in unearned reinsurance premium provision           5      15,782       15,945 
----------------------------------------------------  ------  ----------  ----------- 
                                                                (19,117)     (30,393) 
----------------------------------------------------  ------  ----------  ----------- 
Net earned premium                                       3,4      89,805       58,383 
Net investment income                                      6       3,141      (3,476) 
Other underwriting income                                            720          442 
Revenue                                                           93,666       55,349 
----------------------------------------------------  ------  ----------  ----------- 
Gross claims paid                                               (42,895)     (28,627) 
Reinsurers' share of gross claims paid                            10,437        7,153 
----------------------------------------------------  ------  ----------  ----------- 
Claims paid, net of reinsurance                                 (32,458)       21,474 
----------------------------------------------------  ------  ----------  ----------- 
Change in provision for gross claims                       5    (15,696)     (17,146) 
Reinsurers' share of change in provision for gross 
 claims                                                    5     (1,953)        3,879 
----------------------------------------------------  ------  ----------  ----------- 
Net change in provision for claims                         5    (17,649)     (13,267) 
----------------------------------------------------  ------  ----------  ----------- 
Net insurance claims and loss adjustment expenses          4    (50,107)     (34,741) 
----------------------------------------------------  ------  ----------  ----------- 
Expenses incurred in insurance activities                       (34,969)     (22,310) 
Other operating expenses                                         (2,556)      (1,729) 
----------------------------------------------------  ------  ----------  ----------- 
Operating expenses                                              (37,525)     (24,039) 
----------------------------------------------------  ------  ----------  ----------- 
Operating profit/(loss) before impairments of 
 goodwill and capacity                                     4       6,034      (3,431) 
Amortisation of goodwill                                             302          638 
Profit/(loss) before tax                                           6,336      (2,793) 
Income tax charge                                          7     (1,985)        (214) 
Income and deferred tax charge as a result of 
 change in tax rates                                       7           -            - 
Profit/(loss) for the period                                       4,351      (3,007) 
----------------------------------------------------  ------  ----------  ----------- 
Other comprehensive income 
Deferred tax relating to change in tax rates on 
 revaluation of capacity                                               -        (257) 
----------------------------------------------------  ------  ----------  ----------- 
Other comprehensive income/(loss) for the period, 
 net of tax                                                            -        (257) 
----------------------------------------------------  ------  ----------  ----------- 
Total other comprehensive income/(loss) for the 
 period                                                                -      (3,264) 
----------------------------------------------------  ------  ----------  ----------- 
 
 
Profit/(loss) for the period attributable to owners 
 of the Parent                                                     4,351      (3,264) 
----------------------------------------------------  ------  ----------  ----------- 
Total comprehensive income/(loss) for the period 
 attributable to owners of the Parent                              4,351      (3,264) 
----------------------------------------------------  ------  ----------  ----------- 
Earnings/(loss) per share attributable to owners 
 of the Parent 
Basic                                                      8       5.71p      (4.44)p 
Diluted                                                    8       5.55p      (4.44)p 
----------------------------------------------------  ------  ----------  ----------- 
 

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

The notes are an integral part of these Financial Statements.

Interim condensed consolidated statement of financial position

Six months ended 30 June 2023

 
                                                                 At 30 June  At 31 December 
                                                                       2023            2022 
                                                                  Unaudited       Unaudited 
                                                           Note     GBP'000         GBP'000 
-------------------------------------------------------  ------  ----------  -------------- 
Assets 
Intangible assets                                                    61,236          59,375 
Financial assets at fair value through profit or 
 loss                                                               259,550         226,013 
Reinsurance assets: 
- reinsurers' share of claims outstanding                     5      89,625          80,726 
- reinsurers' share of unearned premium                       5      33,308          21,333 
Other receivables, including insurance and reinsurance 
 receivables                                                        165,315         147,676 
Deferred acquisition costs                                           26,696          24,991 
Prepayments and accrued income                                        8,088           5,076 
Cash and cash equivalents                                            28,200          25,300 
-------------------------------------------------------  ------  ----------  -------------- 
Total assets                                                        672,018         590,490 
-------------------------------------------------------  ------  ----------  -------------- 
Liabilities 
Insurance liabilities: 
- claims outstanding                                          5     305,382         272,015 
- unearned premium                                            5     135,286         114,663 
Deferred income tax liabilities                                      13,921          11,312 
Borrowings                                                           15,000          15,000 
Other payables, including insurance and reinsurance 
 payables                                                            76,475          54,893 
Accruals and deferred income                                          8,804           7,488 
-------------------------------------------------------  ------  ----------  -------------- 
Total liabilities                                                   554,868         475,371 
-------------------------------------------------------  ------  ----------  -------------- 
Equity 
Equity attributable to owners of the Parent: 
Share capital                                                11       7,774           7,774 
Share premium                                                11      98,268          98,268 
Revaluation reserve                                          11      11,350          11,350 
Other reserves - treasury shares                             11       (110)           (110) 
Retained earnings                                                     (132)         (2,163) 
-------------------------------------------------------  ------  ----------  -------------- 
Total equity                                                        117,150         115,119 
-------------------------------------------------------  ------  ----------  -------------- 
Total liabilities and equity                                        672,018         590,490 
-------------------------------------------------------  ------  ----------  -------------- 
 

The Financial Statements were approved and authorised for issue by the Board of Directors on 27 September 2023, and were signed on its behalf by:

Martin Reith

Chief Executive

The notes are an integral part of these Financial Statements.

Interim condensed consolidated statement of changes in equity

Six months ended 30 June 2023

 
                                                                    Attributable to owners 
                                                                         of the Parent 
                                                    ------------------------------------------------------- 
                                             Share      Share  Revaluation       Other   Retained 
                                           capital    premium      reserve    reserves   earnings     Total 
Consolidated                        Note   GBP'000    GBP'000                  GBP'000    GBP'000   GBP'000 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
At 1 January 2023                            7,774     98,268       11,350       (110)    (2,163)   115,119 
Total comprehensive income for                   -          -            -           -          -         - 
 the year: 
Profit for the year                              -          -            -           -      4,351     4,351 
Other comprehensive income, net                  -          -            -           -          -         - 
 of tax 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
Total comprehensive income for 
 the year                                        -          -            -           -      4,351     4,351 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
Transactions with owners:                        -          -            -           -          -         - 
Dividends paid                         9         -          -            -           -    (2,320)   (2,320) 
Company buy back of shares            11         -          -            -           -          -         - 
Share issue                                      -          -            -           -          -         - 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
Total transactions with owners                   -          -            -           -    (2,320)   (2,320) 
At 30 June 2023                              7,774     98,268       11,350       (110)      (132)   117,150 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
At 1 January 2022                            6,931     86,330        9,348       (110)      3,188   105,687 
Total comprehensive income for 
 the year: 
Loss for the year                                -          -            -           -    (3,007)  (3,3007) 
Other comprehensive income, net 
 of tax                                          -          -        (257)           -          -     (257) 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
Total comprehensive income for 
 the year                                        -          -        (257)           -    (3,007)   (3,264) 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
Transactions with owners:                        -          -            -           -          -         - 
Dividends paid                         9         -          -            -           -    (2,034)   (2,034) 
Company buy back of shares            11         -          -            -           -          -         - 
Share issue                                      -          -            -           -          -         - 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
Total transactions with owners                   -          -            -           -    (2,034)   (2,034) 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
At 30 June 2022                              6,931     86,330        9,091       (110)    (1,853)   100,389 
--------------------------------  ------  --------  ---------  -----------  ----------  ---------  -------- 
 
 

The notes are an integral part of these Financial Statements.

Interim condensed consolidated statement of cash flows

Six months ended 30 June 2023

 
                                                                                               At 30 June 
                                                                              At 30 June   2022 Unaudited 
                                                                          2023 Unaudited          GBP'000 
                                                                   Note          GBP'000 
--------------------------------------------------------------  -------  ---------------  --------------- 
Cash flows from operating activities 
Profit/(loss) before tax                                                           6,336          (2,793) 
Adjustments for: 
- Interest received                                                                (227)             (78) 
- Investment income                                                              (3,502)            3,503 
- Amortisation of goodwill                                                         (302)              638 
Changes in working capital: 
 
   *    change in fair value of financial assets held at fair 
        value through profit or loss                                                 512            (617) 
 
   *    Increase in financial assets at fair value through 
        profit or loss                                                          (30,214)         (32,609) 
- Increase in other receivables                                                 (18,147)         (47,556) 
- Increase in other payables                                                      18,926           23,005 
- net increase in technical provisions                                            27,941           59,933 
-----------------------------------------------------------------------  ---------------  --------------- 
Cash generated from operations                                                     1,323            2,150 
-----------------------------------------------------------------------  ---------------  --------------- 
Income tax paid/(received)                                                         (237)            (252) 
-----------------------------------------------------------------------  ---------------  --------------- 
Net cash inflow from operating activities                                          1,086            1,898 
-----------------------------------------------------------------------  ---------------  --------------- 
Cash flows from investing activities 
Interest received                                                                    227               78 
Investment income                                                                  3,502          (3,503) 
Acquisition of subsidiaries, net of cash acquired                                (1,239)                - 
-----------------------------------------------------------------------  ---------------  --------------- 
Net cash inflow/(outflow) from investing activities                                2,490          (3,425) 
-----------------------------------------------------------------------  ---------------  --------------- 
Cash flows from financing activities 
--------------------------------------------------------------  -------  ---------------  --------------- 
Net proceeds from issue of ordinary share capital                                      -                - 
Proceeds from borrowings                                                               -           15,000 
Repayment of borrowings                                                                -                - 
Dividends paid to owners of the Parent                                                 -          (2,034) 
-----------------------------------------------------------------------  ---------------  --------------- 
Net cash inflow from financing activities                                              -           12,966 
-----------------------------------------------------------------------  ---------------  --------------- 
Net increase in cash and cash equivalents                                          3,576           11,439 
Cash and cash equivalents at beginning of period                                  24,624           24,625 
-----------------------------------------------------------------------  ---------------  --------------- 
Cash and cash equivalents at end of period                                        28,200           36,064 
-----------------------------------------------------------------------  ---------------  --------------- 
 

Cash held within the syndicates' accounts is GBP26,240,000 (30 June 2022: GBP23,085,000) of the total cash and cash equivalents held at the end of the period GBP28,200,000 (30 June 2022: GBP36,064,000). 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.

The notes are an integral part of these Financial Statements.

Notes to the financial statements

Six months ended 30 June 2023

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.

These condensed consolidated financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2022 were approved by the board of directors on 25 May 2023 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

2. Accounting policies

Basis of preparation

These Financial Statements have been prepared in accordance with United Kingdom Accounting Standards (UK GAAP), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", FRS 103 "Insurance Contracts", FRS 104 "Interim Financial Reporting", and the Companies Act 2006 and Schedule 3 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations, relating to insurance.

The 31 December 2022 and 30 June 2022 Financial Statements were prepared under International Financial Reporting Standards (IFRSs) and the prior period figures have been amended to reflect the changes in the reporting framework (see note 17).

The Condensed Consolidated Interim Financial Statements are prepared for the six months ended 30 June 2023.

The Condensed Consolidated Interim Financial Statements for the six months ended 30 June 2023 and June 2022 are unaudited, but have been subject to review by the Group's auditors.

The Condensed Consolidated Interim Financial Statements incorporate the Financial Statements of Helios Underwriting plc, the Parent Company, and its directly and indirectly held subsidiaries (see 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 syndicate's transactions, assets and liabilities.

Going concern

The Group has net assets at the end of the reporting period of GBP117,150,000 (31 December 2022: GBP115,119,000).

The Company's subsidiaries participate as underwriting members at Lloyd's on the 2021, 2022 and 2023 years of account, as well as any prior run-off years, and they intend to continue this participation in the 2024 year of account.

The Directors have a reasonable expectation that the Group have adequate resources to meet their underwriting and other operational obligations for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.

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 Statement of Comprehensive Income.

The 31 December 2022 and the 30 June 2022 Financial Statements were prepared in accordance International Financial Reporting Standards (IFRSs). The 30 June 2023 Financial Statements have been prepared in accordance with United Kingdom Accounting Standards (UK GAAP), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", FRS 103 "Insurance Contracts" and FRS 104 "Interim Financial Reporting".

The reason for this change in reporting framework is that it is not possible for the directors to obtain financial information in respect of the underlying syndicate participations that would be required to comply with IFRS 17 "Insurance Contracts" which is effective under IFRS for accounting periods beginning on or after 1 January 2023. (see note 17).

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 2022 except the following as a result of the conversion from IFRS to UK GAAP:

- positive goodwill which is taken to the Consolidated Statement of Financial Position (CSOFP) is now amortised over the its estimated useful life of three years (see note 17).

- goodwill on bargain purchases which was taken straight to the Consolidated Statement of Comprehensive Income (CSOCI) under IFRS is now capitalised and taken the CSOFP and amortised over its estimated useful life of three years (see note 17).

Notes to the financial statements

Six months ended 30 June 2023

3. Segmental information

Martin Reith and Nigel Hanbury are the Group's chief operating decision-makers. They determine 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.

 
                                                                               Other 
                                                 Syndicate   Investment    corporate 
                                             participation   management   activities     Total 
6 months ended 30 June 2023 Unaudited              GBP'000      GBP'000      GBP'000   GBP'000 
------------------------------------------  --------------  -----------  -----------  -------- 
Net earned premium                                  94,183            -      (4,378)    89,805 
Net investment income                                3,160         (19)            -     3,141 
Other income                                             -            -          720       720 
Net insurance claims and loss adjustment 
 expenses                                         (50,107)            -            -  (50,107) 
Expenses incurred in insurance activities         (34,925)            -         (44)  (34.969) 
Other operating expenses                                 -            -      (2,556)   (2,556) 
Amortisation of goodwill                                 -            -          302       302 
Profit before tax                                   12,311         (19)      (5,956)     6,336 
------------------------------------------  --------------  -----------  -----------  -------- 
 
 
                                                                               Other 
                                                 Syndicate   Investment    corporate 
                                             participation   management   activities     Total 
6 months ended 30 June 2022 Unaudited              GBP'000      GBP'000      GBP'000   GBP'000 
------------------------------------------  --------------  -----------  -----------  -------- 
Net earned premium                                  58,767            -        (383)    58,384 
Net investment income                              (3,561)           85            -   (3,476) 
Other income                                             -            -          442       442 
Net insurance claims and loss adjustment 
 expenses                                         (34,740)            -          (1)  (34,741) 
Expenses incurred in insurance activities         (21,650)            -        (660)  (22,310) 
Other operating expenses                                 -            -      (1,729)   (1,729) 
Amortisation of goodwill                                 -            -          637       637 
Loss before tax                                    (1,184)           85      (1,693)   (2,793) 
------------------------------------------  --------------  -----------  -----------  -------- 
 

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 2023 other corporate activities totalling GBP4,378,000 (2022: GBP383,000 - 2020, 2021 and 2022 years of account) represents the 2021, 2022 and 2023 years of account net Group quota share reinsurance premium payable to HIPCC 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.

Notes to the financial statements

Six months ended 30 June 2023

4. Operating profit before impairments of goodwill and capacity

 
                                Underwriting year of account* 
                         ------------------------------------------- 
                         2020 and                                             Pre-     Corporate       Other 
6 months ended 30           prior       2021       2022    Sub-total   acquisition   reinsurance   corporate     Total 
 June 2022                GBP'000    GBP'000    GBP'000      GBP'000       GBP'000       GBP'000     GBP'000   GBP'000 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Gross premium written         930     11,407    111,730      124,067             -             -           -   124,067 
Reinsurance ceded            (96)    (2,410)   (31,178)     (33,684)             -         (383)     (1,224)  (35,291) 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Net premium written           834      8,997     80,552       90,383             -         (383)     (1,224)    88,776 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Net earned premium          3,306     35,444     21,240       59,990             -         (383)     (1,224)    58,383 
Other income              (2,315)      (941)      (304)      (3,560)             -           442          84   (3,034) 
Net insurance claims 
 and loss adjustment 
 expenses                     578   (20,389)   (15,237)     (35,048)             -             -         307  (34,741) 
Operating expenses          (843)    (9,826)   (10,982)     (21,651)             -             -     (2,388)  (24,039) 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Operating profit 
 before impairments 
 of goodwill and 
 capacity                     726      4,288    (5,283)        (269)             -            59     (3,221)   (3,431) 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Quota share adjustment      (150)    (1,621)      1,388        (383)             -           383           -         - 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Operating profit 
 before impairments 
 of goodwill and 
 capacity 
 after quota share 
 adjustment                   576      2,667    (3,895)        (652)             -           442     (3,221)   (3,431) 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
 
 
                                Underwriting year of account* 
                         ------------------------------------------- 
                         2021 and                                             Pre-     Corporate       Other 
6 months ended 30           prior       2022       2023    Sub-total   acquisition   reinsurance   corporate     Total 
 June 2023                GBP'000    GBP'000    GBP'000      GBP'000       GBP'000       GBP'000     GBP'000   GBP'000 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Gross premium written       1,606     25,982    132,905      160,493       (1,984)             -           -   158,509 
Reinsurance ceded         (1,410)    (4,786)   (37,624)     (43,820)           542       (4,378)     (1,931)  (49,587) 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Net premium written           196     21,196     95,281      116,673       (1,442)       (4,378)     (1,931)   108,922 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Net earned premium          4,113     68,516     24,687       97,316       (1,202)       (4,378)     (1,931)    89,805 
Other income                1,801      1,165        195        3,161          (39)           720          19     3,861 
Net insurance claims 
 and loss adjustment 
 expenses                     629   (36,119)   (15,244)     (50,734)           627             -           -  (50,107) 
Operating expenses        (2,768)   (19,182)   (12,974)     (34,924)           430             -     (3,031)  (37,525) 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Operating profit 
 before impairments 
 of goodwill and 
 capacity                   3,775     14,380    (3,336)       14,819         (184)       (3,658)     (4,943)     6,034 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Quota share adjustment    (1,429)    (3,679)        730      (4,378)             -         4,378           -         - 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
Operating profit 
 before impairments 
 of goodwill and 
 capacity 
 after quota share 
 adjustment                 2,346     10,701    (2,606)       10,441         (184)           720     (4,943)     6,034 
-----------------------  --------  ---------  ---------  -----------  ------------  ------------  ----------  -------- 
 

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.

Notes to the financial statements continued

Six months ended 30 June 2023

5. Insurance liabilities and reinsurance balances

Movement in claims outstanding

 
                                                      Gross  Reinsurance       Net 
                                                    GBP'000      GBP'000   GBP'000 
-------------------------------------------------  --------  -----------  -------- 
At 1 January 2023                                   272,015       80,726   191,289 
Increase in reserves arising from acquisition of 
 subsidiary undertakings                              5,316        1,530     3,786 
Movement of reserves                                 15,696      (1,953)    17,649 
Other movements                                      12,355        9,322     3,033 
-------------------------------------------------  --------  -----------  -------- 
At 30 June 2023                                     305,382       89,625   215,757 
-------------------------------------------------  --------  -----------  -------- 
 

Movement in unearned premium

 
                                                      Gross  Reinsurance       Net 
                                                    GBP'000      GBP'000   GBP'000 
-------------------------------------------------  --------  -----------  -------- 
At 1 January 2023                                   114,663       21,333    93,330 
Increase in reserves arising from acquisition of 
 subsidiary undertakings                              1,690          301     1,388 
Movement of reserves                                 34,899       15,782    19,117 
Other movements                                    (15,966)      (4,108)  (11,857) 
-------------------------------------------------  --------  -----------  -------- 
At 30 June 2023                                     135,286       33,308   101,978 
-------------------------------------------------  --------  -----------  -------- 
 

Included within other movements are the 2020 and prior years' claims reserves reinsured into the 2021 year of account on which the Group does not participate and currency exchange differences.

Movement in claims outstanding

 
                                                      Gross  Reinsurance       Net 
                                                    GBP'000      GBP'000   GBP'000 
-------------------------------------------------  --------  -----------  -------- 
At 1 January 2022                                   186,653       53,433   133,220 
Increase in reserves arising from acquisition of 
 subsidiary undertakings                                  -            -         - 
Movement of reserves                                 17,146        3,879    13,267 
Other movements                                      37,984       15,762    22,222 
-------------------------------------------------  --------  -----------  -------- 
At 30 June 2022                                     241,783       73,074   168,709 
-------------------------------------------------  --------  -----------  -------- 
 

Movement in unearned premium

 
                                                      Gross  Reinsurance       Net 
                                                    GBP'000      GBP'000   GBP'000 
-------------------------------------------------  --------  -----------  -------- 
At 1 January 2022                                    59,611       10,538    49,073 
Increase in reserves arising from acquisition of 
 subsidiary undertakings                                  -            -         - 
Movement of reserves                                 46,338       15,945    30,393 
Other movements                                     (8,440)      (2,491)   (5,949) 
-------------------------------------------------  --------  -----------  -------- 
At 30 June 2022                                      97,509       23,992    73,517 
-------------------------------------------------  --------  -----------  -------- 
 

Included within other movements are the 2019 and prior years' claims reserves reinsured into the 2020 year of account on which the Group does not participate and currency exchange differences.

6. Net investment income

 
                                                               6 months         6 months 
                                                                  ended            ended 
                                                                30 June          30 June 
                                                         2023 Unaudited   2022 Unaudited 
                                                                  GBP'0            GBP'0 
                                                                     00               00 
------------------------------------------------------  ---------------  --------------- 
Investment income                                                 3,502          (3,503) 
Realised (losses)/gains on financial assets at fair 
 value through profit or loss                                     (100)               12 
Unrealised (losses)/gains on financial assets at fair 
 value through profit or loss                                     (512)             (61) 
Investment management expenses                                       24              (2) 
Bank interest                                                       227               78 
------------------------------------------------------  ---------------  --------------- 
Net investment income                                             3,141          (3,476) 
------------------------------------------------------  ---------------  --------------- 
 

Included within Investment income are investment gains of GBP3,160,000 (2022: GBP3,560,000 investment losses) from Syndicate participations.

Notes to the financial statements continued

Six months ended 30 June 2023

7. Income tax charge

Analysis of tax charge/(credit) in the period

 
 
                      6 months     6 months 
                      ended 30     ended 30 
                     June 2023    June 2022 
                     Unaudited    Unaudited 
                       GBP'000      GBP'000 
------------------  ----------  ----------- 
Income tax credit        1,985          214 
------------------  ----------  ----------- 
 

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 23.50% (2022: 19.00%).

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              6 months 
                                                           30 June 2023              ended 30 
                                                              Unaudited    June 2022Unaudited 
-------------------------------------------------------  --------------  -------------------- 
Profit/(loss) for the year after tax attributable 
 to ordinary equity holders of the parent                     4,351,000           (3,007,000) 
-------------------------------------------------------  --------------  -------------------- 
Basic - weighted average number of ordinary shares*          76,218,203            67,786,212 
-------------------------------------------------------  --------------  -------------------- 
Weighted average number of ordinary shares for diluted 
 earnings per share*                                         77,889,630            68,889,212 
-------------------------------------------------------  --------------  -------------------- 
Basic earnings/(loss) per share                                   5,71p               (4.44)p 
-------------------------------------------------------  --------------  -------------------- 
Diluted earnings/(loss) per share                                 5.55p               (4.44)p 
-------------------------------------------------------  --------------  -------------------- 
 

* Diluted loss per share is not permitted to be reduced from the basic loss per share.

9. Dividends paid or proposed

It was proposed and agreed at the AGM on 29 June 2023 that a dividend of 3p would be payable. The Dividend was paid post period end on 14 July 2023 totalling GBP2,320,000 and has been accrued in these financial statements.

10. Investments in subsidiaries

 
         30 June  31 December 
            2023         2022 
         GBP'000      GBP'000 
------  --------  ----------- 
Total     66,722       65,546 
------  --------  ----------- 
 

Notes to the financial statements continued

Six months ended 30 June 2023

10. Investments in subsidiaries (continued)

 
                                                          30 June  31 December 
                                      Direct/indirect        2023         2022 
                                             interest   ownership    ownership           Principal activity 
-----------------------------------  ----------------  ----------  -----------  --------------------------- 
                                                                                Lloyd's of London corporate 
Nameco (No. 917) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Devon Underwriting Limited                     Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No. 346) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Pooks Limited                                  Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Charmac Underwriting Limited                   Direct        100%         100%                      vehicle 
                                                                                      Joint Share Ownership 
RBC CEES Trustee Limited(ii)                   Direct        100%         100%                         Plan 
                                                                                Lloyd's of London corporate 
Nottus (No 51) Limited                         Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Chapman Underwriting Limited                   Direct        100%         100%                      vehicle 
Llewellyn House Underwriting                                                    Lloyd's of London corporate 
 Limited                                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Advantage DCP Limited                          Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Romsey Underwriting Limited                    Direct        100%         100%                      vehicle 
Helios UTG Partner Limited(i)                  Direct        100%         100%            Corporate partner 
                                                                                Lloyd's of London corporate 
Salviscount LLP                              Indirect        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Inversanda LLP                               Indirect        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Fyshe Underwriting LLP                       Indirect        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nomina No 505 LLP                            Indirect        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nomina No 321 LLP                            Indirect        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No. 409) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No. 1113) Limited                      Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Catbang 926 Limited                            Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Whittle Martin Underwriting                    Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 408) Limited                        Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nomina No 084 LLP                            Indirect        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 510) Limited                        Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 544) Limited                        Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
N J Hanbury Limited                            Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1011) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1111) Limited                       Direct        100%         100%                      vehicle 
Nomina No 533 LLP                            Indirect        100%         100%            Corporate partner 
North Breache Underwriting                                                      Lloyd's of London corporate 
 Limited                                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
G T C Underwriting Limited                     Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Hillnameco Limited                             Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 2012) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1095) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
New Filcom Limited                             Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Kemah Lime Street Capital                      Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1130) Limited                       Direct        100%         100%                      vehicle 
Nomina No 070 LLP                            Indirect        100%         100%            Corporate partner 
                                                                                Lloyd's of London corporate 
Nameco (No 389) Limited                        Direct        100%         100%                      vehicle 
Nomina No 469 LLP                            Indirect        100%         100%            Corporate partner 
Nomina No 536 LLP                            Indirect        100%         100%            Corporate partner 
                                                                                Lloyd's of London corporate 
Nameco (No 301) Limited                        Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1232) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Shaw Lodge Limited                             Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Queensberry Underwriting                       Direct        100%         100%                      vehicle 
Nomina No 472 LLP                            Indirect        100%         100%            Corporate partner 
Nomina No 110 LLP                            Indirect        100%         100%            Corporate partner 
                                                                                Lloyd's of London corporate 
Chanterelle Underwriting Limited               Direct        100%         100%                      vehicle 
Kunduz LLP                                   Indirect        100%         100%            Corporate partner 
                                                                                Lloyd's of London corporate 
Exalt Underwriting Limited                     Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1110) Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Clifton 2011 Limited                           Direct        100%         100%                      vehicle 
Nomina No 378 LLP                            Indirect        100%         100%            Corporate partner 
Gould Scottish Limited Partnership           Indirect        100%         100%            Corporate partner 
                                                                                Lloyd's of London corporate 
Harris Family UTG Limited                      Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Whitehouse Underwriting Limited                Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Risk Capital UTG Limited                       Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 606) Limited                        Direct        100%         100%                      vehicle 
                                                                                Lloyd's of London corporate 
Nameco (No 1208) Limited                       Direct        100%         100%                      vehicle 
 

(i) Helios UTG Partner Limited, a subsidiary of the Company, owns 100% of Salviscount LLP, Inversanda LLP, Fyshe Underwriting LLP, Nomina No 505 LLP, Nomina No 321 LLP Nomina No 084 LLP, Nomina No 533 LLP, Nomina No 070 LLP, Nomina No 469 LLP, Nomina No 536 LLP, Nomina No 472 LLP, Nomina No 110 LLP, Kunduz LLP. Nomina No 348 LLP and Gould Scottish Limited Partnership. The cost of acquisition of these LLPs is accounted for in Helios UTG Partner Limited, their immediate parent company.

(ii) RBC CEES Trustee Limited was an incorporated entity in year 2017 to satisfy the requirements of the Joint Share Ownership.

Notes to the financial statements continued

Six months ended 30 June 2023

11. Share capital and share premium

 
                                                                                            Partly 
                                                                    Ordinary share   paid ordinary     Share 
                                                         Number of         capital   share capital   premium     Total 
                                                        shares (i)         GBP'000         GBP'000   GBP'000   GBP'000 
-----------------------------------------------------  -----------  --------------  --------------  --------  -------- 
Ordinary shares of 10p each and share premium at 31 
 December 2022                                          77,737,372           7,664             110    98,268   106,042 
-----------------------------------------------------  -----------  --------------  --------------  --------  -------- 
Ordinary shares of 10p each and share premium at 30 
 June 2023                                              77,737,372           7,664             110    98,268   106,042 
-----------------------------------------------------  -----------  --------------  --------------  --------  -------- 
 

(i) Number of shares

 
                                                                     30 June 2023  31 December 2022 
-------------------------------------------------------------------  ------------  ---------------- 
Allotted, called up and fully paid ordinary shares: 
On the market                                                          76,218,203        76,218,203 
Company buy back of ordinary shares held in treasury                      419,169           419,169 
-------------------------------------------------------------------  ------------  ---------------- 
                                                                       76,637,372        76,637,372 
-------------------------------------------------------------------  ------------  ---------------- 
Uncalled and partly paid ordinary share under the JSOP scheme (ii)      1,100,000         1,100,000 
-------------------------------------------------------------------  ------------  ---------------- 
                                                                       77,737,372        77,737,372 
-------------------------------------------------------------------  ------------  ---------------- 
 

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

12. Related party transactions

A number of subsidiary companies have entered into quota share reinsurance contracts for the 2021, 2022 and 2023 years of account with protected cell companies of HIPCC Limited.

Nigel Hanbury, a Director of Helios Underwriting plc and its subsidiary companies, is also a director and majority shareholder in HIPCC Limited. Hampden Capital plc, a substantial shareholder in Helios Underwriting plc, is also a substantial shareholder in HIPCC Limited - Cell 6. Under quota share agreements between Cell 6 and certain Helios subsidiaries, the Group accrued a net reinsurance premium payable of GBP1,736,000 (31 December 2022: GBP1,921,000 recoverable) during the period.

In addition, HIPCC provide stop loss, portfolio stop loss and HASP reinforce policies for the company.

HIPCC Limited acts as an intermediary for the reinsurance products purchased by Helios. An arrangement has been put in place so that 51% of the profits generated by HIPCC (being Nigel Hanburys share) in respect of the business relating to Helios will be repaid to Helios for the business transacted for the 2021 and subsequent underwriting years.

13. Ultimate controlling party

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

Notes to the financial statements continued

Six months ended 30 June 2023

14. Acquisition of Lloyd's Limited Liability Vehicles

During the period, the company has acquired the following Lloyd's Limited Liability Vehicles either directly, or indirectly:

 
 
 
                                             Helios Acquisitions 
                                                          2023    Purchase             Fair       Goodwill 
                                        Date of       Capacity       price            value     recognised 
                                    acquisition                                    of asset 
                                                                                   acquired 
 
                                         2 June 
 Nameco (No 606) Limited                   2023      2,024,096   1,175,131        1,112,121         63,010 
                                        12 June 
 Nameco (No 1208) Limited                  2023      1,776,807           -           87,000       (87,000) 
 
 Total Acquisitions Completed                        3,800,903   1,175,131        1,112,208       (23,990) 
 
 

15. 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:

 
                                                            Allocated capacity per 
                                                                year of account 
                                                     ------------------------------------- 
Syndicate 
 or                                                         2023         2022         2021 
 MAPA number  Managing or members' agent                     GBP          GBP          GBP 
------------  -------------------------------------  -----------  -----------  ----------- 
33            Hiscox Syndicates Limited               14,862,935   14,862,935   14,837,949 
218           IQUW Syndicate Management Limited       17,624,778    7,427,997    7,428,004 
              Cincinnati Global Underwriting Agency 
318            Limited                                   862,407      992,637      992,635 
386           QBE Underwriting Limited                 2,966,471    2,897,646    2,634,241 
510           Tokio Marine Kiln Syndicates Limited    27,562,480   33,536,417   23,760,440 
557           Tokio Marine Kiln Syndicates Limited             -    3,485,330    3,485,330 
609           Atrium Underwriters Limited             17,661,850   13,153,869   12,653,790 
623           Beazley Furlonge Limited                28,099,719   22,713,565   19,890,751 
727           S A Meacock & Company Limited            2,834,522    2,323,378    2,255,711 
1176          Chaucer Syndicates Limited               2,854,340    2,854,339    2,854,347 
1200          Argo Managing Agency Limited                54,999   10,050,000            - 
1729          Asta Managing Agency Limited            20,083,504    1,211,467      189,401 
1902          Asta Managing Agency Limited            10,688,300   10,000,002            - 
1955          Arch Managing Agency Limited            12,500,000            -            - 
1969          Apollo Syndicate Management Limited     12,170,742    5,675,170      459,001 
1971          Apollo Syndicate Management Limited     10,000,001    6,467,147            - 
1985          Asta Managing Agency Limited            16,874,190            -            - 
1988          Asta Managing Agency Limited            15,000,000            -            - 
2010          Lancashire Syndicates Limited            7,713,238   10,499,418    9,864,905 
2121          Argenta Syndicate Management Limited       140,000   10,134,894    5,577,177 
2288          Astra Managing Agency Limited                    -            -            - 
2525          Asta Managing Agency Limited             2,141,973    1,721,029    1,601,833 
2689          Asta Managing Agency Limited             2,686,871   10,100,276      534,813 
2791          Managing Agency Partners Limited        11,677,739    9,850,281    9,850,285 
4242          Asta Managing Agency Limited            10,749,622   12,937,527    8,933,909 
4444          Canopius Managing Agents Limited            21,176       20,000      182,189 
5183          Asta Managing Agency Limited             5,000,000            -            - 
5623          Beazley Furlonge Limited                17,631,646    6,894,032    4,769,792 
5886          Asta Managing Agency Limited            26,929,794   22,989,002   12,432,907 
6103          Managing Agency Partners Limited         3,263,814    3,447,515    3,072,388 
6104          Hiscox Syndicates Limited                        -    1,758,333    1,781,360 
6107          Beazley Furlonge Limited                   132,363    1,649,683    1,649,378 
6117          Argo Managing Agency Limited               230,404    2,957,188    2,104,208 
6133          Apollo Syndicate Management Limited              -            -            - 
------------  -------------------------------------  -----------  -----------  ----------- 
Total                                                300,479,878  241,611,077  153,796,744 
------------  -------------------------------------  -----------  -----------  ----------- 
 

Notes to the financial statements continued

Six months ended 30 June 2023

16. 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 2023                  31 December 2022 
---------------------------------------  -----------------------------  ------------------------------ 
                                            Group  Syndicate     Total     Group  Syndicate      Total 
                                          GBP'000    GBP'000   GBP'000   GBP'000    GBP'000    GBP'000 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Assets 
Intangible assets                          61,236          -    61,236    59,375          -     59,375 
Financial assets at fair value 
 through profit or loss                    77,297    182,253   259,550    73,771    152,242    226,013 
Reinsurance assets: 
- reinsurers' share of claims 
 outstanding                                   60     89,565    89,625        60     80,666     80,726 
- reinsurers' share of unearned 
 premium                                        -     33,308    33,308         -     21,333     21,333 
Other receivables, including 
 insurance and reinsurance receivables      1,790    163,525   165,315     3,103    144,573    147,676 
Deferred acquisition costs                      -     26,696    26,696         -     24,991     24,991 
Prepayments and accrued income              5,168      2,920     8,088     3,746      1,330      5,076 
Cash and cash equivalents                   1,960     26,240    28,200    10,254     15,046     25,300 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Total assets                              147,511    524,507   672,018   150,309    440,181    590,490 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Liabilities 
Insurance liabilities: 
- claims outstanding                            -    305,382   305,382         -    272,015    272,015 
- unearned premium                              -    135,286   135,286         -    114,663    114,663 
Deferred income tax liabilities            13,921          -    13,921    11,228         84     11,312 
Borrowings                                 15,000          -    15,000    15,000          -     15,000 
Other payables, including insurance 
 and reinsurance payables                   2,170     74,305    76,475       157     54,736     54,893 
Accruals and deferred income                5,562      3,242     6,484     3,682      3,806      7,488 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Total liabilities                          36,653    518,215   552,548    30,067    445,304    475,371 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Equity attributable to owners 
 of the Parent 
Share capital                               7,774          -     7,774     7,774          -      7,774 
Share premium                              98,268          -    98,268    98,268          -     98,268 
Revaluation reserve                        11,350          -    11,350    11,350          -     11,350 
Other reserves                              (110)          -     (110)     (110)          -      (110) 
Retained earnings                         (6,424)      6,292     (132)     2,960    (5,123)    (2,163) 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Total equity                              110,858      6,292   117,150   120,242    (5,123)  (115,119) 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
Total liabilities and equity              147,511    524,507   672,018   150,310    440,181    590,491 
---------------------------------------  --------  ---------  --------  --------  ---------  --------- 
 

Notes to the financial statements continued

Six months ended 30 June 2023

17. Changes arising from the conversion from IFRS to UK GAAP

The 31 December 2022 and the 30 June 2022 Financial Statements were prepared in accordance with International Financial Reporting Standards (IFRSs). The 30 June 2023 Financial Statements have been prepared in accordance with United Kingdom Accounting Standards (UK GAAP), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", FRS 103 "Insurance Contracts" and FRS 104 "Interim Financial Reporting".

The reason for this change in reporting framework is that it is not possible for the directors to obtain financial information in respect of the underlying syndicate participations that would be required to comply with IFRS 17 "Insurance Contracts" which is effective under IFRS for accounting periods beginning on or after 1 January 2023.

Under IFRS any goodwill on bargain purchases is credited immediately to the Consolidated Statement of Comprehensive Income (CSOCI). Any positive goodwill is taken to the Consolidated Statement of Financial Position (CSOFP) and subject to an annual impairment review. Under UK GAAP, both goodwill on bargain purchases and positive goodwill are taken to the CSOFP and amortised over their estimated useful life.

The directors have concluded an estimate d useful life of three years for both elements of goodwill to be amortised over, which i s in line with the usual life of a Lloyd's underwriting year of account .

The prior period figures have been adjusted to reflect the changes in the accounting framework as per below:

 
Total other comprehensive loss                                           GBP'000 
Total other comprehensive (loss)/income for the period - as 
 originally reported at 30 June 2022 under IFRS                          (3,902) 
Impact of IFRS to UK GAAP conversion - bargain purchase goodwill 
 amortisation                                                                670 
Impact of IFRS to UK GAAP conversion - positive goodwill amortisation       (32) 
                                                                        -------- 
    Total other comprehensive loss for the period - at 30 June 
     2022 under UK GAAP                                                  (3,264) 
                                                                        -------- 
 
 
Total equity                                                          GBP'000 
Total equity - as originally reported at 31 December 2022 under 
 IFRS                                                                 117,178 
Impact of IFRS conversion to UK GAAP - total bargain purchases 
 goodwill booked to 31 December 2022                                  (4,182) 
Impact of IFRS conversion to UK GAAP - cumulative bargain purchase 
 goodwill amortisation to 31 December 2022                              3,108 
Impact of IFRS conversion to UK GAAP - cumulative positive 
 goodwill amortisation to 31 December 2022                              (985) 
                                                                     -------- 
     Total equity - at 31 December 2022 under UK GAAP                 115,119 
                                                                     -------- 
 
 
 Goodwill intangible assets                                               GBP'000 
 Positive goodwill intangible assets - as originally reported 
  at 31 December 2022 under IFRS                                            1,468 
 Impact of IFRS conversion to UK GAAP - positive goodwill amortisation 
  to 31 December 2022                                                       (985) 
                                                                         -------- 
 Positive goodwill intangible assets - as reported at 31 December 
  2022 under UK GAAP                                                          483 
 
 Impact of IFRS conversion to UK GAAP - bargain purchase goodwill 
  booked to 31 December 2022                                              (4,182) 
 Impact of IFRS conversion to UK GAAP - bargain purchase goodwill 
  amortisation to 31 December 2022                                          3,108 
                                                                         -------- 
 Bargain purchase goodwill amortisation to 31 December 2022 
  under UK GAAP                                                           (1,074) 
 
 Goodwill intangible asset - at 31 December 2022 under UK GAAP              (591) 
                                                                         -------- 
 

Notes to the financial statements continued

Six months ended 30 June 2023

18. Event after the financial reporting period

Acquisitions of LLV's since the period end

Since the Financial reporting period, the company has acquired the following entities either directly, or indirectly:

 
 
 
                                Helios Acquisitions 
                                  2023    Purchase      Humphrey         Discount 
                              Capacity       price     Valuation     to Humphreys 
                                     m        GBPm                            (%) 
 
 Chorlton Underwriting 
  Limited                          2.1         2.0           2.1            10.0% 
 Park Farm Underwriting 
  Limited                          2.3         3.2           3.4             6.3% 
                           -----------  ----------  ------------ 
 Total                             4.4         5.2           5.5 
                           -----------  ----------  ------------ 
 
 

Notes to the financial statements continued

Six months ended 30 June 2023

Directors, Registered office and advisers

Directors

Michael John Wade (Non-Executive Chairman) appointed 29 June 2023

Martin Robert Davidson Reith (Chief Executive Officer)

Nigel John Hanbury (Executive Deputy Chairman)

Andrew Hildred Christie (Non-Executive Director)

Arthur Roger Manners (Finance Director)

Edward Fitzalan-Howard (Non-Executive Director)

Thomas John Libassi (Non-Executive Director)

Company secretary

Martha Bruce

Shakespeare Martineau

No 1 Colmore Square

Birmingham B4 6AA

Company number

05892671

Registered office

40 Gracechurch Street

London EC3V 0BT

Statutory auditors

PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London E14 4HD

Nominated adviser and broker

Numis Sercurities Limited

45 Gresham Street

London EC2V 7BF

Lloyd's members' agent

Hampden Agencies Limited

40 Gracechurch Street

London EC3V 0BT

Registrars

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen B62 8HD

INDEPENT REVIEW REPORT TO HELIOS UNDERWRITING PLC

Conclusion

We have been engaged by the group to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2023 which comprises the Interim Condensed Consolidated Income Statement, the Interim Condensed Statement of Comprehensive Income, the Interim Condensed Statement of Financial Position, the Interim Condensed Statement of Changes in Equity, the Interim Condensed Statement of Cash Flows, and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2023 is not prepared, in all material respects, in accordance with FRC's Financial Reporting Standard 104 and AIM Rules for Companies.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with UK GAAP. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with FRC's Financial Reporting Standard 104, "Interim Financial Reporting".

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management has identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the group to cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for companies.

In preparing the half-yearly financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the review of financial information

In reviewing the half-yearly report, we are responsible for expressing to the group a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

Use of our report

This report is made solely to the company's directors, as a body, in accordance with the terms of our engagement letter dated 29 August 2023. Our review has been undertaken so that we might state to the company's directors those matters we have agreed to state to them in a reviewer's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's directors as a body, for our work, for this report, or for the conclusions we have formed.

PKF Littlejohn LLP

15 Westferry Circus

Statutory Auditor

Canary Wharf

27 September 2023

London E14 4HD

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END

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September 28, 2023 02:00 ET (06:00 GMT)

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