Helios Underwriting Plc Director/PDMR Shareholding (4158Z)
December 14 2017 - 9:35AM
UK Regulatory
TIDMHUW
RNS Number : 4158Z
Helios Underwriting Plc
14 December 2017
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 14(th) December 2017, it issued and
allotted 500,000 new ordinary shares of GBP0.10 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 13(th) 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 Other Total
in jointly interests Shareholding
owned Ordinary in Ordinary
Shares issued Shares
under JSOP
---------------- ---------------- ------------- --------------
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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