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On 28 August 2025, Nigel Hanbury, a PDMR of Helios Underwriting plc, sold 434,552 Joint Share Ownership Plan (JSOP) shares at £2.02 per share, receiving £194,927 from the total proceeds of £877,795. Following this transaction, Mr Hanbury holds an interest in 8,907,225 Ordinary Shares, representing 11.38% of the Company's issued share capital. Helios Underwriting plc concurrently provided loan funding of £1,515,667 to JTC Employer Solutions Trustee Limited to acquire these JSOP shares and an additional 315,778 Ordinary Shares from a former PDMR, with £1,182,213 immediately credited back to Helios.
| Date | 29 Aug 2025 |
| Time | 12:52:10 |
| Category | Director/PDMR dealings |
| ID | 2778X |
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 |
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|
2 |
Reason for Notification |
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|
a) |
Position/status |
Non-Executive Deputy Chairman |
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|
b) |
Initial notification/Amendment |
Initial Announcement |
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|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Helios Underwriting plc |
||||
|
b) |
LEI |
213800FX86DJW5TCM864
|
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|
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 |
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|
b) |
Nature of the transaction |
Sales of interests in Ordinary Shares pursuant to the Helios Underwriting Plc Employees' Joint Share Ownership Plan. |
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|
c) |
Price(s) and volume(s)
|
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. |
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|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable - single transaction Nil |
||||
|
e) |
Date of the transaction |
28 August 2025 |
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|
f) |
Place of the transaction |
Outside of a trading venue |
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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