REG - Helios Underwriting - PDMR Dealing

Helios UnderwritingAnnouncement

29/08/2025 13:00

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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   Number of JSOP Shares in which PDMR retains an interest
                                                                                             interest*
 Nigel Hanbury  13(th) December 2017        300,000                                          300,000                                                                  Nil
 Nigel Hanbury  16(th) 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 16(th) 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  Ordinary Shares of 10 pence each

     Identification code                                          ISIN - GB00B23XLS45
 b)  Nature of the transaction                                    Sales of interests in Ordinary Shares pursuant to the Helios 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                                         Not applicable - single transaction

     -  Price                                                     Nil
 e)  Date of the transaction                                      28 August 2025
 f)  Place of the transaction                                     Outside of a trading venue

 

 

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 (http://www.huwplc.com/)

 

 

 

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