REG - Helios Underwriting - Result of Tender Offer

Helios UnderwritingAnnouncement

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RNS Number : 4064F  Helios Underwriting Plc  30 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

 

30 October 2025

 

Helios Underwriting plc

("Helios" or the "Company")

Result of Tender Offer & Total Voting Rights

Helios Underwriting plc, the only publicly traded company offering instant
access to a diverse portfolio of syndicates at Lloyd's of London, is pleased
to announce the result of the Tender Offer, details of which were set out in
the circular published by the Company on 29 September 2025 (the "Circular").

The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 3,052,013 Ordinary Shares, representing 3.9
per cent. of the Company's issued share capital. Ordinary Shares in excess of
the maximum aggregate number of Ordinary Shares were tendered by Qualifying
Shareholders and Excess Tenders have been scaled back on the basis set out in
the Circular.

Accordingly, a total of 3,052,013 Ordinary Shares will be purchased under the
Tender Offer at the Tender Price of 238 pence per Ordinary Share. The total
value which will be returned to the Qualifying Shareholders pursuant to the
Tender Offer will be approximately £7,263,790.

Subject to the remaining conditions under the Repurchase Agreement having been
met, Deutsche Numis will purchase 3,052,013 Ordinary Shares by means of an
on-market purchase from Qualifying Shareholders. Subject to Deutsche Numis
requiring the Company to repurchase such Ordinary Shares in accordance with
the terms of the Repurchase Agreement, Deutsche Numis will then sell the
tendered Ordinary Shares acquired by it on to the Company pursuant to the
terms of the Repurchase Agreement. All Ordinary Shares acquired by the Company
from Deutsche Numis under the Repurchase Agreement will be cancelled.

In accordance with the terms of the Tender Officer provided in the Circular,
payment of the consideration due to Qualifying Shareholders, whose tenders
under the Tender Offer have been accepted, is expected to be paid on or around
3 November 2025 in respect of shares held in CREST and also on or around 3
November 2025 by cheque in respect of shares held in certificated form along
with balancing certificates in respect of non-tendered Ordinary Shares held in
certificated form.

Total Voting Rights

As detailed in the Circular, all Ordinary Shares that were tendered will be
cancelled. Following the completion of the Tender Offer, the remaining number
of Ordinary Shares in issue will be 75,216,173, of which 5,630,255 are held
in treasury. Therefore, the total voting rights in Helios will be 69,585,918.
This figure for the total number of voting rights may be used by Shareholders
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change to their interest in,
the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the
same meanings as set out in the Circular.

For further information, please contact:

 

Helios Underwriting plc

Louis Tucker - Chief Executive Officer

Tel: +44 (0)203 965 6441 

 

Adhiraj Maitra - Director of Finance and Operations

Tel: +44 (0) 203 743 2114

 

Deutsche Bank (Nomad) / Deutsche Numis (Broker)

Giles Rolls / Charles Farquhar

Tel: +44 (0)20 7601 6100

 

FTI Consulting

Ed Berry

Tel: +44 (0)7703 330 199

 

Christian Harte

Tel: +44 (0)7974 288 763

 

 

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and no one else in connection with the proposed
Tender Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Deutsche Numis nor for
providing advice in relation to the proposed Tender Offer or any other matter
referred to herein. Neither Deutsche Numis nor any of its group undertakings
or affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with the proposed Tender Offer or any matter referred to herein.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am
Main, Germany, and the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin
(https://uk01.z.antigena.com/l/EiNLVcDQZwwo6vVic4LncpE0aLfbQOCFOi0sR5JnhnIFFNMrf70C8Y08HxPVTtkhig4agzXIqzjvCFNTZkKy9pMkuwrpjAUGElIM2lMleh-TE6Jx1iikQKiV9d49djzeQPOhpzAyhDfvEzhIK6dqRQa62Ry71t9qbamms4O0tA-Gt8-AZhbX6ocB)
), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28,
60439 Frankfurt am Main, Germany. With respect to activities undertaken in the
United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation
Authority. It is subject to regulation by the Financial Conduct Authority and
limited regulation by the Prudential Regulation Authority. Details about the
extent of Deutsche Bank AG's authorisation and regulation by the Prudential
Regulation Authority are available from Deutsche Bank AG on request.

Deutsche Bank AG, acting through its London Branch (''Deutsche Bank"), is
acting as nominated adviser to the Company in connection with the Tender Offer
and the matters described herein. The responsibility of Deutsche Bank, as the
Company's nominated adviser, under the AIM Rules for Nominated Advisers is
owed solely to the London Stock Exchange and is not owed to the Company or the
Directors or any other person. Deutsche Bank will not be responsible to anyone
other than the Company for providing the protections afforded to customers of
Deutsche Bank or for advising any other person on the arrangements described
herein. No representation or warranty, expressed or implied, is made by
Deutsche Bank as to any of the contents of the Circular and Deutsche Bank has
not authorized the contents of, or any part of, the Circular and no liability
whatsoever is accepted by Deutsche Bank or the accuracy of any information or
opinions contained in the Circular or for the omission of any other
information.

 

Notice for US Shareholders

 

The Tender Offer relates to securities in a non-US company that is registered
in the UK and is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those of the US in
certain material respects. The Tender Offer documents have been prepared in
accordance with UK style and practice for the purpose of complying with
English law and the AIM Rules, and US Shareholders should read the entire
Circular. The financial information relating to the Company, which is
available for review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the US and thus
may not be comparable to financial information relating to US companies.

 

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person may be a taxable transaction for US federal income tax purposes. Each
such Shareholder should consult and seek individual advice from an appropriate
professional adviser.

 

 

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