TIDMFINS TIDMFNWR
RNS Number : 8441L
Financials Acquisition Corp
08 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
8 September 2023
Update on Proposed Transaction
Financials Acquisition Corp
(the "Company")
Financials Acquisition Corp (the "Company") announces that
London Innovation Underwriters Limited ("LIU") has separately been
established in order to implement its strategy of becoming a listed
operating company deploying funds into the Lloyd's of London
insurance market (the "Proposed Transaction").
It is intended that the Proposed Transaction will be implemented
through a business combination with LIU, which will seek to raise a
significant sum of equity capital through a listing of LIU on the
Main Market of the London Stock Exchange (the "Capital Raising"). A
further announcement will be made by the Company when the business
combination agreement has been entered into.
The Lloyd's of London insurance market has a strong track record
of innovation and underwriting expertise which LIU intends to
access, via London Bridge 2 PCC Ltd ("LB2"), a third party
protected cell risk transformation vehicle which allows easier
access for institutional capital into the Lloyd's insurance market.
The Company believes that through its combination with LIU, it can
create an efficient vehicle for investors to access attractive
returns in the Lloyd's insurance market without paying significant
goodwill or adding further fee structures.
The Lloyd's market is currently experiencing its best rating
environment in many years, as evidenced by yesterday's H1 results
which showed an 85.2% combined ratio after 22 consecutive quarters
of positive price improvement. It is intended that LIU will provide
investors with capital efficient access to some of the best
underwriting in the Lloyd's market and that the Core Syndicate book
will comprise of established syndicates which have been chosen for
their underwriting expertise and diversification benefit. The
Company will also look to substantively replicate the performance
of Lloyd's through a similar sized Broad Market Exposure book, as
well as establishing an Innovation and Seed book to gain exposure
to growth syndicates focused on fast-growing risk classes, new
approaches to data in underwriting, and new models of risk
transformation. Based upon current market conditions the Company
will be targeting an average return on equity of more than 20% over
the next five years.
The Company believes that its management team and board of
directors have the skills and relationships with some of the best
underwriters in the Lloyd's market to execute this strategy.
Working with AON as a core reinsurance broker, LIU has secured
significant conditional capacity commitments from syndicates which
it intends to support by deploying proceeds raised in the Capital
Raising as Funds At Lloyd's (FAL) through LB2. LIU has set up LIU
Corporate Member Ltd as its wholly owned subsidiary and as a
corporate member to provide the FAL. LIU is working with Argenta as
a members agent, who will manage the research, reporting and
analysis allowing LIU to fine tune the portfolio of syndicates. The
book of reinsurance is currently anticipated to have a capital
requirement below 50%, which would give LIU sufficient capital to
support up to GBP1 billion of capacity assuming a successful
completion of the Proposed Transaction.
The Company has engaged UBS AG London Branch ("UBS") and HSBC
Bank plc ("HSBC") as Joint Global Co-ordinators and Joint
Bookrunners, and The Growth Stage Limited ("TGS"), Panmure Gordon
(UK) Limited ("Panmure") and Stifel Nicolaus Europe Limited
(trading as Keefe, Bruyette & Woods) ("KBW") as Co-Bookrunners
to the proposed capital raise.
Will Allen, Chief Executive Officer of the Company said:
"We believe LIU will offer a unique opportunity for investors to
gain efficient access and diversified exposure to the Lloyd's
market with liquidity. We are pleased with the initial reaction we
have received from both investors and underwriters and look forward
to the next stage of the transaction."
Enquiries
Financials Acquisition Corp
William Allen (Chief Executive Officer)
will@fins.ac
FGS Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
+44 20 7251 3801
FINSAC-LON@fgsglobal.com
The information contained in this announcement is deemed by the
Company to constitute inside information for the purposes of
Article 7 of the UK Market Abuse Regulation. By publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of the Company is William Allen, Chief
Executive Officer.
The Company's LEI is 254900SWRQCI5ZUQEF15.
DISCLAIMER
These materials may not be published, distributed or transmitted
in the United States, Australia, Canada, Japan, South Africa or any
other jurisdiction where such release, publication or distribution
would be unlawful. These materials do not constitute an offer to
sell or an invitation to subscribe for, or the solicitation of an
offer or invitation to buy or subscribe for securities (the
"Securities") of the Company in any jurisdiction where such an
offer or solicitation is unlawful. The Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933,
as amended (the "Securities Act"). There will be no public offering
of the Securities in the United States. The Securities have not
been, and will not be, registered under the Securities Act or under
the applicable securities laws of Australia, Canada, Japan or South
Africa. The Securities referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa.
This publication constitutes neither an offer to sell nor a
solicitation to buy Securities. An investment decision regarding
the Securities should only be made on the basis of the FCA-approved
prospectus, which will be published in due course if the Company is
able to agree the terms of any Business Combination and enter into
definitive binding agreements in respect of such transaction and
will be available free of charge on the Company's website.
This announcement does not constitute a prospectus. In the
United Kingdom, this announcement is only being distributed to, and
is only directed at, "qualified investors", within the meaning of
Regulation (EU) 2017/1129 as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018 (as amended),
who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). This
announcement is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement
relates is only available to Relevant Persons and will be engaged
only with Relevant Persons.
The Company has not authorised any offer to the public of
Securities in any Member State of the European Economic Area. With
respect to any Member State of the European Economic Area (each a
"Relevant Member State"), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the Securities may only be offered in Relevant Member
States to persons who are "qualified investors" within the meaning
of Article 1(4)(a) and Article 2(e) of Regulation (EU) 2017/1129,
as amended.
This announcement may contain forward-looking statements. The
forward-looking statements include, but are not limited to,
statements regarding the Company's or the Directors' expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statement that refers to projections, forecasts or
other characterisations of future events or circumstances,
including any underlying assumptions, is a forward-looking
statement. The words "anticipate", "believe", "continue", "could",
"estimate", "expect", "intend", "may", "might", "plan", "possible",
"potential", "predict", "project", "seek", "should", "would" and
similar expressions, or in each case their negatives, may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.
Forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the
current expectations and assumptions regarding the Company, a
Business Combination, the business, the economy and other future
conditions. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward-looking statements are not guarantees
of future performance and the Company's actual financial condition,
actual results of operations and financial performance, and the
development of the industries in which it operates or will operate,
may differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. In
addition, even if the Company's financial condition, results of
operations and the development of the industries in which it
operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or
developments may not be indicative of financial condition, results
of operations or developments in subsequent periods. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include regional, national
or global, political, economic, social, business, technological,
competitive, market and regulatory conditions.
Any forward-looking statement contained in this announcement
applies only as of the date of this announcement and is expressly
qualified in its entirety by these cautionary statements. Factors
or events that could cause the Company's actual results to differ
may emerge from time to time, and it is not possible for the
Company to predict all of them. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which any
forward-looking statement contained in this announcement is based,
unless required to do so by applicable law, the Prospectus
Regulation Rules, the Listing Rules, the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority ("FCA") or
the UK Market Abuse Regulation.
None of the Banks, nor any of their respective subsidiaries,
holding companies, branches or affiliates nor any of their
respective directors, officers, employees, agents or advisers owes
or accepts any duty, responsibility or liability whatsoever
(whether direct or indirect and whether arising in contract, in
tort, under statute or otherwise) to any person in relation to this
announcement or for any acts or omissions of the Company, and no
representation or warranty, express or implied, is made by any of
them as to the contents of this announcement, including its
accuracy, completeness, verification or sufficiency, or for any
other statement made or purported to be made by the Company, or on
its behalf, or by any of the Banks, or on their behalf, in
connection with the Company, LIU, nor any of their respective
subsidiaries or associated companies, and nothing in this
announcement should be relied upon as a promise or representation
in this respect, whether or not to the past or future. To the
fullest extent permitted by law, each of the Banks and their
respective subsidiaries, holding companies, branches and affiliates
and their respective directors, officers, employees, agents, or
advisers accordingly disclaim all and any responsibility or
liability whatsoever (whether direct or indirect and whether
arising in tort, contract, under statute or otherwise), which they
might otherwise have in respect of this announcement.
UBS is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority ("PRA") and subject to regulation
by the FCA and limited regulation by the PRA in the United
Kingdom.
HSBC is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority.
Each of Panmure, KBW and TGS is authorised and regulated in the
United Kingdom by the FCA.
Each of the Banks are acting exclusively for the Company in
connection with the process or contents of this announcement. In
connection with such matters, each of the Banks will not regard any
other person as its client, nor will it be responsible to any other
person for providing the protections afforded to its clients or for
providing advice in relation to the process, contents of this
announcement or any other matter referred to herein.
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END
MSCLPMITMTIMMLJ
(END) Dow Jones Newswires
September 08, 2023 02:00 ET (06:00 GMT)
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