Issue of Equity and Director/PDMR Shareholding

RNS Number : 8062I

Helios Underwriting Plc

17 August 2021

 

Helios Underwriting plc

("Helios" or the "Company")

Director/PDMR Shareholding

Ordinary Shares issued under the Company's Joint Share Ownership Plan ("JSOP")

Helios, the unique investment vehicle which acquires and consolidates underwriting capacity at Lloyd's, announces that, on 16^th August 2021, it issued and allotted 600,000 new ordinary shares of £0.10 each in the Company ("Ordinary Shares").  The new Ordinary Shares have been issued at a subscription price of 155.0p per Ordinary Share, being the closing price of an Ordinary Share on 13^th August 2021, pursuant to The Helios Underwriting plc Employees' Joint Share Ownership Plan (the "Plan").

The new Ordinary Shares have been issued into the respective joint beneficial ownership of (i) each of the participating executive Directors listed below and (ii) the trustee of the Trust upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between the Director, the Company and the Trustee.  The nominal value of the new Ordinary Shares has been paid by the Trust out of funds advanced to it by the Company (with the participating executives contributing to those funds) with the additional consideration of 145p per Ordinary Share left outstanding until such time as new Ordinary Shares are sold. The Company has waived its lien on the Shares such that there are no restrictions on their transfer.

The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to the amount initially provided by the participating Director plus any growth in the market value of the jointly owned Ordinary Shares above a target share price of 174.8p (so that the participating Director will only ever receive value if the share sale price exceeds this).

The vesting of the award will be subject to performance conditions relating to growth in Net Tangible Asset Value per share measured over the three calendar years from the Net Tangible Asset per share disclosed as at 31 December 2021 of 151p.

Note:

The Plan was established and approved by resolution of the Remuneration Committee of the Company on 13 December 2017 and provides for the acquisition by employees, including executive directors, of beneficial interests as joint owners (with the Trust) of Ordinary Shares in the Company upon the terms of a JOA. The terms of the JOA provide that if the jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners on the terms set out above.

Directors' Dealings

The beneficial interests of the executives following the transaction will be as follows:

Director	Interests in jointly owned Ordinary Shares issued under JSOP awarded 14th December 2017	Interests in jointly owned Ordinary Shares issued under JSOP awarded 16th August 2021	Other interests in Ordinary Shares	Total Shareholding
Arthur Manners	200,000	277,500	709,868	1,187,368
Nigel Hanbury	300,000	322,500	8,927,294	9,549,794

Application for Admission of Ordinary Shares and Total Voting Rights

Application has been made for the admission to trading on AIM ("Admission") of the 600,000 new Ordinary Shares, and it is expected that Admission will be effective on 20^th August 2021.

The new Ordinary Shares will rank pari passu with the Company's existing issued Ordinary Shares. The Company's issued share capital following Admission will comprise 68,354,063 Ordinary Shares (excluding the 419,169 Ordinary Shares held in treasury and which do not carry voting rights) with voting rights and no restrictions on transfer and this figure 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 Disclosure Guidance and Transparency Rules.

For further information please contact:

Helios Underwriting plc

Nigel Hanbury - Chief Executive  [phone]

Arthur Manners - Chief Financial Officer  [phone]

Shore Capital (Nomad and Broker)

Robert Finlay                                                                              [phone]

David Coaten 

Willis Re Securities (Financial Adviser)

Alastair Rodger                                                                          [phone]

Buchanan

Helen Tarbet / Henry Wilson / George Beale                      [phone]

                                                                                                     [phone] 

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 writing approximately £110m of capacity for the 2021 account. The portfolio provides a good spread of business being concentrated in property insurance and reinsurance. For further information please visit www.huwplc.com.

The following notification made under Article 19(1) of the UK Market Abuse Regulation ("UK MAR") relates to the distribution in specie of certain ordinary shares in the Company to persons closely associated with a Person Discharging Managerial Responsibilities. This announcement is made in accordance with Article 19(3) of UK MAR.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Arthur Manners
2	Reason for the notification
a)	Position/status	Director, a PDMR of the issuer
b)	Initial notification/Amendment	Initial Notification
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	JSOP Award
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 277,500
d)	Aggregated information	Price(s) Volume(s) As above  As above
e)	Date of the transaction	16 August 2021
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Nigel Hanbury
2	Reason for the notification
a)	Position/status	Director, a PDMR of the issuer
b)	Initial notification/Amendment	Initial Notification
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	JSOP Award
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 322,500
d)	Aggregated information	Price(s) Volume(s) As above  As above
e)	Date of the transaction	16 August 2021
f)	Place of the transaction	London Stock Exchange, AIM

 

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