Last checked at 14 Dec 2017 15:35
Helios Underwriting plc ("Helios" or the "Company")
Director/PDMR Shareholding
Ordinary Shares issued under the Company's Joint Share Ownership Plan ("JSOP")
Helios announces that, on 14th December 2017, it issued and allotted 500,000 new ordinary shares of £0.10 each ("Ordinary Shares"). The new Ordinary Shares have been issued at a subscription price of 133.5p per Ordinary Share, being the closing price of an Ordinary Share on 13th December 2017, 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 additional consideration of 123.5p 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 any growth in the market value of the jointly owned Ordinary Shares above the greater of either:
a) the initial market value (133.5p per share), less a "carrying cost" (equivalent to simple interest at 4.5 per cent per annum on the initial market value accruing over the three years from the date of award) and the Trust receives the initial market value of the jointly owned shares plus the carrying cost; or
b) if higher, 150p (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 measured over the three calendar years from the award date.
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.
Effect of the transactions
The beneficial interests of the executives following the transaction will be as follows:
Director | Interests in jointly owned Ordinary Shares issued under JSOP | Other interests in Ordinary Shares | Total Shareholding |
Arthur Manners | 200,000 | 133,334 | 333,334 |
Nigel Hanbury | 300,000 | 2,436,871 | 2,736,871 |
Application for Admission of Ordinary Shares and total Voting Rights
Application has been made for the admission to trading on AIM ("Admission") of the 500,000 new Ordinary Shares, and it is expected that Admission will be effective on 20 December 2017.
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 15,104,240 Ordinary Shares 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 020 7863 6655 / nigel.hanbury@huwplc.com
Arthur Manners - Chief Financial Officer 07754 965 917
Stockdale Securities Limited
Robert Finlay 020 7601 6100