RNS Number : 2778X
Helios Underwriting Plc
29 August 2025
29 August 2025
Helios Underwriting plc
('Helios' or 'the Company')
Joint Share Ownership Plan
PDMR Dealing
Sale of JSOP Shares
Helios, the only publicly traded company offering instant access to a diverse portfolio of syndicates at Lloyd's of London, the world's largest insurance market, announces that on 28 August 2025, a number of ordinary shares of 10 pence each ("Ordinary Shares") were sold by a PDMR as further described below pursuant to the Helios Underwriting Plc Employees' Joint Share Ownership Plan (the "JSOP") ("JSOP Shares").
The JSOP Shares were jointly held with JTC Employer Solutions Trustee Limited (as trustee of the Helios Underwriting Plc Employees' Share Trust (the "Trust") as co-owner ("JSOP Co-Owner") of the JSOP Shares pursuant to the terms of the JSOP.
Details of the related original subscription of Ordinary Shares in respect of the JSOP and the terms of the JSOP were previously disclosed in RNS issued on 14 December 2017 and 17 August 2021 respectively and were also disclosed in the Company's Annual Report and Accounts.
Below is a table declaring the interests that the PDMR sold:
Name of PDMR
Date of related JSOP Award
Number of JSOP Shares held prior to transaction
Number of JSOP Shares sold at £2.02 per share in which the PDMR had an interest*
Number of JSOP Shares in which PDMR retains an interest
Nigel Hanbury
13th December 2017
300,000
300,000
Nil
Nigel Hanbury
16th August 2021
322,500
134,552**
Nil
*Pursuant to the terms of the JSOP, the total sale proceeds of £877,795 were split £194,927 to Mr Hanbury and the balance to the JSOP Co-Owner. The nature of the JSOP being that the participants receive the growth in value above associated hurdles.
**The 16th August 2021 JSOP Award vested at this level.
Further to the JSOP related transactions, Nigel Hanbury is now interested in 8,907,225 Ordinary Shares representing 11.38% of the Company's issued share capital.
The JSOP Shares were sold to JTC Employer Solutions Trustee Limited as trustee of the Trust. The Trust is a market standard discretionary employee benefit trust.
The Trust purchased the JSOP Shares (together with an additional 315,778 Ordinary Shares sold at the same time by a former PDMR JSOP participant) with loan funding provided by Helios and the resulting Ordinary Shares are now held in the Trust.
The Ordinary Shares now held in the Trust (remaining at 1,100,000 Ordinary Shares further to the purchases made by the Trust and it exercising a call option over the unvested JSOP shares) are available to the Trust for trust purposes (including therefore for use in connection with future maturities under the Company's Long Term Incentive Plan).
Loan funding
The loan funding by Helios to the Trust in relation to the sales noted above in connection with JSOP (including in respect of sales made at the same time by a former PDMR JSOP participant) was £ 1,515,667. Additional loan funding of £305,320.97 was also provided by Helios to the Trust at the same time.
A sum of £1,182,213 was immediately credited back to Helios by the Trust equating to the proceeds accrued to the JSOP Co-Owner under the JSOP and was applied by Helios towards payment of the outstanding subscription price in relation to the Ordinary Shares that had been held under the JSOP.
The loan to the Trust constituted a related party transaction for the purposes of AIM Rule 13. The independent directors being John Chambers, Adhiraj Maitra, Andrew Christie, Tom Libassi and Katie Wade, having consulted with the Company's nominated adviser Deutsche Numis, confirm that they consider that the terms of the loan are fair and reasonable insofar as the Company's shareholders are concerned.
The information set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation and AIM Rule 17.
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Nigel Hanbury
2
Reason for Notification
a)
Position/status
Non-Executive Deputy Chairman
b)
Initial notification/Amendment
Initial Announcement
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Helios Underwriting plc
b)
LEI
213800FX86DJW5TCM864
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument Identification code
Ordinary Shares of 10 pence each ISIN - GB00B23XLS45
b)
Nature of the transaction
Sales of interests in Ordinary Shares pursuant to theHelios Underwriting Plc Employees' Joint Share Ownership Plan.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£2.02 per share
434,552
Pursuant to the terms of the JSOP, the total sale proceeds of £877,795 were split £194,927 to Mr Hanbury and the balance to the JSOP Co-Owner (JTC Employer Solutions Trustee Limited). The nature of the JSOP being that the participants receive the growth in value above associated hurdles.
d)
Aggregated information - Aggregated volume - Price
Not applicable - single transaction Nil
e)
Date of the transaction
28 August 2025
f)
Place of the transaction
Outside of a trading venue
For further information, please contact:
Helios Underwriting plc
John Chambers - Interim Executive Chairman +44 (0)203 965 6441
Adhiraj Maitra - Director of Finance and Operations +44 (0)203 743 2114
Deutsche Numis (Nomad and Broker)
Giles Rolls / Charles Farquhar +44 (0)20 7601 6100
FTI Consulting
Ed Berry +44 (0)7703 330 199
Nathan Hambrook-Skinner +44 (0)7977 817 092
Christian Harte +44 (0)7974 288 763
About Helios
Helios provides a limited liability direct investment into the Lloyd's insurance market and is quoted on the London Stock Exchange's AIM market (ticker: HUW). Helios trades within the Lloyd's insurance market. The portfolio provides a broad spread of business primarily participating in the US and other international wholesale and reinsurance markets. For further information please visit www.huwplc.com
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