Result of Tender Offer
Helios Underwriting PLC announced the result of its tender offer, purchasing 3,052,013 ordinary shares, representing 3.9% of the company's issued share capital. The shares will be bought at a tender price of 238 pence per share, resulting in a total value of approximately £7,263,790 returned to qualifying shareholders. Following completion of the tender offer and cancellation of shares, the remaining number of ordinary shares in issue will be 75,216,173, with 5,630,255 held in treasury. Therefore, the total voting rights in Helios will be 69,585,918. Payment to qualifying shareholders is expected around November 3, 2025.
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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.
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), 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.
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