Return of Capital Update

Helical PLC

20 July 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

20 July 2026

HELICAL PLC

("Helical" or the "Company")

Return of Capital Update

Issue of B Shares, Share Consolidation and Admission of New Ordinary Shares

Further to the publication on 30 June 2026 of the explanatory circular regarding the B Share Scheme and Share Consolidation (the "Circular"), and the passing of all the required Resolutions at the General Meeting of the Company on Thursday 16 July 2026, the Company announces that the allotment and issue of 122,320,093 B Shares relating to the B Share Scheme (there being 123,355,260 Existing Ordinary Shares in issue at the Record Time, excluding the 1,035,167 Existing Ordinary Shares held in treasury) will occur today.

The Share Consolidation and admission of the New Ordinary Shares to the Equity Shares (Commercial Companies) category of the Official List, under ISIN GB00BT5GNW84, and to trading on the London Stock Exchange's Main Market for listed securities are due to take place no later than 8.00 a.m. today.

This follows the announcement on 22 May 2026 that Helical intends to return approximately £12 million to the holders of its ordinary shares (the "Shareholders") in the form of a payment of 9.72 pence per ordinary share.

No application has been, or will be, made to the FCA or to the London Stock Exchange, respectively, for any of the B Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares be listed or admitted to trading on any other recognised investment exchange. No share certificates will be issued in respect of the B Shares and no CREST accounts will be credited with the B Shares.

Settlement

Assuming there is no unexpected change in the position of the Company or market conditions generally, the Company intends that the B Shares will be redeemed tomorrow for 9.72 pence per B Share. Proceeds from the B Share Scheme will be dispatched to relevant Shareholders or CREST accounts credited (as appropriate) on Tuesday 4 August 2026.

Unless a holding of Existing Ordinary Shares is exactly divisible by 105, a Shareholder will have a fractional entitlement to a New Ordinary Share following the Share Consolidation. Fractional entitlements arising from the Share Consolidation will be aggregated into New Ordinary Shares and sold in the market on behalf of such Shareholders. The net proceeds of the sale (after deduction of all expenses and commissions incurred) will be distributed pro rata to relevant Shareholders. Should the cash consideration for any Shareholder's fractional entitlement be less than £5.00 (net of expenses), that Shareholder will have no entitlement or right to the proceeds of sale and so will not receive a cheque or have its CREST account credited in respect of that entitlement due to the administrative costs incurred in doing so; rather, the net proceeds resulting from the sale of fractional entitlements will be retained by the Company. Fractional payments will be paid by cheque only (not electronic mandate) to certificated holders drawn on the bank of a UK clearing bank and dispatched by first class post (or international standard post, if overseas) on Tuesday 4 August 2026.

Total Voting Rights

In accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1(A) the Company confirms that, post completion of the Share Consolidation, the Company's total issued share capital will consist of 117,481,200 New Ordinary Shares of 1.05 pence each, of which the Company will hold 985,873 New Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 116,495,327.

Capitalised terms used in this announcement which are not otherwise defined have the same meaning as in the Circular, which is available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.helical.co.uk.

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IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of Helical. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise.

This announcement has been prepared in accordance with and for the purpose of complying with English law and the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

This announcement introduces the proposals contained in the Circular, which should be read by Shareholders before taking a decision. The announcement is not a summary of the proposals and should not be regarded as a substitute for reading the Circular.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law. Any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about and observe any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

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