REG - Beauty Tech Group - Announcement of Pricing and Offer Size

Beauty TechAnnouncement

03/10/2025 07:10

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RNS Number : 9813B  The Beauty Tech Group PLC  03 October 2025

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Canada, Japan,
the Republic of South Africa, Australia, New Zealand or any jurisdiction where
to do so would constitute a violation of the relevant laws in that
jurisdiction or which would require any registration or licensing within that
jurisdiction.

 

This announcement is an advertisement for the purposes of Rule 3.3.2 of the
Prospectus Regulation Rules made by the Financial Conduct Authority (the
"FCA") under section 73A of the United Kingdom's Financial Services and
Markets Act 2000, as amended ("FSMA"). This announcement is not a prospectus
and not an offer of shares or any other securities for sale and investors
should not subscribe for or purchase any shares or securities referred to in
this announcement except on the basis of the information in the prospectus
(the "Prospectus"), including the risk factors set out therein, that has been
published by The Beauty Tech Group plc, to be inserted as the holding company
of Project Glow Topco Limited (the "Company", the "The Beauty Tech Group" or
"TBTG" and, together with its subsidiaries, the "Group"), in relation to the
offer (the "Offer") for sale of existing and new ordinary shares in the
capital of the Company and admission ("Admission") of the ordinary shares in
the Company (the "Shares") to trading on London Stock Exchange plc's main
market for listed securities and to listing in the equity shares (commercial
companies) category of the official list of the FCA (the Offer and Admission
together, the "Transaction"). The Prospectus is available at
https://www.thebeautytechgroup.com/, subject to certain access restrictions.

 

3 October 2025

 

 

The Beauty Tech Group plc

 

Announcement of Pricing and Offer Size

 

Following the Announcement of Price Range on 24 September 2025 for its initial
public offering, The Beauty Tech Group today announces the successful pricing
of its initial public offering at 271 pence per Share (the "Offer Price").

 

Based on the Offer Price, The Beauty Tech Group's market capitalisation will
be approximately £300 million at the commencement of conditional dealings on
the main market for listed securities of the London Stock Exchange plc.

 

Laurence Newman, Founder and CEO of The Beauty Tech Group, said: "I am
incredibly proud of everything The Beauty Tech Group has achieved since we
launched CurrentBody in 2009. From establishing ourselves as a global leader
in the fast growing at-home beauty technology market to successfully
completing this milestone listing on the London Stock Exchange, the Group
continues to go from strength to strength.

 

"As we enter the next stage of our growth journey, this IPO provides the
perfect platform to increase awareness of our three distinct, premium brands
and take the Group to the next level, while delivering sustained and
profitable growth. The continued momentum within the business and strong
support from investors during our roadshow, gives us the confidence and
financial firepower to fully capitalise on the significant opportunities that
lie before us.

 

"Most importantly, I would like to thank everyone at The Beauty Tech Group.
The business would not be where it is today without their dedication and hard
work and I am excited to embark on this next chapter together."

 

Offer highlights:

 

 ·             The Offer Price has been set at 271 pence per Share, equating to a market
               capitalisation of approximately £300 million at the commencement of
               conditional dealings.

 ·             The Offer comprises 10,701,107 new Shares to raise primary capital of
               approximately £29 million, to ensure a debt-free position at IPO with
               sufficient working capital, and 28,605,654 existing Shares being sold by
               shareholders of the Company.

 ·             This equates to a total offer size of £106.5 million and represents
               approximately 35.5% of the Company's issued share capital on Admission.

 ·             Immediately following Admission, the Company's issued share capital will be
               110,701,107 Shares.

 ·             The Offer included an intermediaries offer, using Retail Book Limited for
               distribution to retail investors in the United Kingdom (the "Intermediaries
               Offer"). Of the 28,605,654 existing Shares sold in the Offer, 2,245,151 Shares
               will be sold to intermediaries through the Intermediaries Offer, raising
               approximately £6.1 million.

 

Admission and Dealings

 

 ·             Commencement of conditional dealings in the Shares on the London Stock
               Exchange is expected to take place at 8:00 a.m. on 3 October 2025 under the
               ticker TBTG (ISIN: GB00BTWSXB68). Investors should note that only those who
               applied for and were allocated Shares in the Offer will be able to deal in the
               Shares on a conditional basis.

 ·             Admission of the Shares to the equity shares (commercial companies) category
               of the official list of the FCA and to trading on the main market for listed
               securities of London Stock Exchange plc, and the commencement of unconditional
               dealings in the Shares on the London Stock Exchange, is expected to occur at
               8.00 a.m. on 8 October 2025.

 ·             All dealings in the Shares before the commencement of unconditional dealings
               will be of no effect if Admission does not take place and such dealings will
               be at the sole risk of the parties concerned.

 ·             The pricing statement related to the Offer will be published later today on
               the Company's website at https://www.thebeautytechgroup.com/.

 

 

For more information, please contact:

 

 FTI Consulting (Public Relations adviser to TBTG)      T: +44 (0) 20 3727 1000

 Alex Beagley                                           tbtg@fticonsulting.com

 Harriet Jackson

 Matthew Young

 Amy Goldup

 Berenberg (Sponsor, Bookrunner and Financial Adviser)  T: +44 (0) 20 3207 7800

 Clayton Bush

 Alex Wright

 Alix Mecklenburg-Solodkoff

 Smruthya Ganeshram

 Ryan Mahnke

 Rothschild & Co (Financial Adviser)                    T: +44 (0) 20 7280 5000

 Andrew Thomas

 Rob McCann

 Shannon Nicholls

 Tom Palmer

 Alexandra Loth

 

IMPORTANT LEGAL INFORMATION

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") solely for the purposes of section
21(2)(b) of FSMA.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance should be placed for
any purposes whatsoever on the information contained in this announcement or
its accuracy, fairness or completeness, including (without limitation) in
connection with any contract or commitment or investment decision whatsoever.

 

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into the United States of America. This
announcement is not an offer of securities for sale into the United States.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements under the Securities
Act. No public offering of securities is being made in the United States.

 

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into Australia, the Republic of South
Africa, Japan, Canada, New Zealand or any other country outside of the United
Kingdom where such distribution may lead to a breach of any legal or
regulatory requirement (each a "Restricted Jurisdiction"). The Shares have not
been, and will not be, registered under the applicable securities laws of (and
clearances have not been, and will not be, obtained from the relevant
securities authorities or commissions of) any Restricted Jurisdiction. There
will be no public offer of the Shares or any other securities in any
Restricted Jurisdiction. The distribution of this announcement in or into (or
to persons or residents in, or citizens of) jurisdictions outside of the
United Kingdom may be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the laws of the relevant jurisdiction.

 

In the member states of the European Economic Area ("EEA"), this announcement
is only addressed to and directed at persons who are qualified investors
within the meaning of the Prospectus Regulation ("Qualified Investors"). The
term "Prospectus Regulation" means either (a) Regulation (EU) 2017/1129 of the
European Parliament and of the Council (as amended) on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market; and repealing Directive 2003/71/EC, or (b) the United
Kingdom's version of Regulation (EU) 2017/1129 of the European Parliament and
of the Council (as amended) on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, which
is part of United Kingdom's law by virtue of the European Union (Withdrawal)
Act 2018, as applicable. In the United Kingdom, this announcement is only
addressed to and directed at Qualified Investors in the United Kingdom who are
reasonably believed by the Company to be persons of a kind described in
Article 19 (Investment Professionals), Article 48 (High Net Worth Individuals)
and Article 49 (High Net Worth Companies, Unincorporated Associations, etc) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended or any other recipient that is a Qualified Investor in the United
Kingdom to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) in connection with the sale of any
securities of the Company may otherwise lawfully be communicated or caused to
be communicated (together, "Relevant Persons").

 

Persons who fall outside these categories in the EEA or the United Kingdom,
respectively, should not rely on or act upon the matters communicated in this
announcement. Any investment activity to which this announcement relates (i)
in the United Kingdom is available only to, and may be engaged in only with,
Relevant Persons, and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.

 

This announcement may contain forward-looking statements, which relate, inter
alia, to the Group's proposed strategy, plans and objectives. Forward-looking
statements are sometimes identified by the use of terminology such as (but not
limited to) "believes", "expects", "may", "will", "could", "shall", "risk",
"intends", "estimates", "aims", "plans", "predicts", "continues", "assumes",
"positions" or "anticipates" or the negatives thereof, other variations
thereon or comparable terminology. By its very nature, such forward-looking
information requires the Company to make assumptions that may or may not
materialise. Although the Directors consider that these assumptions are
reasonable, such forward-looking statements may involve known and unknown
risks, uncertainties, assumptions and other important factors beyond the
control of the Company that could cause the actual performance or achievements
of the Group to be materially different from such forward-looking statements.
Past performance is not a reliable indicator of future results and, in
particular, past performance of the Group cannot be relied upon as a guide to
future performance. Forward-looking statements speak only as of the date they
are made. Accordingly, you should not rely on any forward-looking statements
and the Company, Berenberg and Rothschild expressly disclaim any obligation to
disseminate any updates or revisions to such forward-looking statements. No
statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share for the current or future financial periods would
necessarily match or exceed historical published earnings per share. As a
result, you are cautioned not to place any undue reliance on such
forward-looking statements. Neither the Company nor anyone else is under any
obligation to update or keep current the information contained in this
announcement.

 

No representation or warranty, express or implied, is given by or on behalf of
the Company, Berenberg, Rothschild or any of their directors, officers,
partners, employees, advisers, agents, affiliates, representatives or any
other persons as to the accuracy, fairness, completeness, verification or
sufficiency of the information or opinions contained in this announcement,
that any forward-looking statements will come to pass or prove to be correct,
or for any other statement made or purported to be made by them, or on their
behalf, in connection with the Company, the Shares or the Transaction and
nothing in this announcement will be relied upon as a promise or
representation in this respect, whether as to the past or future. Save in the
case of fraud, no liability is accepted for any errors, omissions or
inaccuracies in any of the information or opinions in this announcement or for
any loss, cost or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this announcement or otherwise in connection with
the subject matter of this announcement. Accordingly, each of the Company,
Berenberg and Rothschild and each of their respective affiliates, branches,
associates, subsidiary and parent undertakings and the subsidiary undertakings
of their parent undertakings, and their respective directors, officers,
unlimited partners, agents and employees, disclaims, to the fullest extent
permitted by applicable law, all and any responsibility or liability, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of this announcement or any such statement.

 

Any subscription for or purchase of Shares in the Offer should be made solely
on the basis of information contained in the Prospectus. The information in
this announcement is subject to change. Before subscribing for or purchasing
any Shares, persons viewing this announcement should ensure that they fully
understand and accept the risks which are set out in the Prospectus. This
announcement shall not constitute, or form part of, any offer or invitation to
sell, or any solicitation of any offer to acquire, any Shares or any other
securities, nor shall it (or any part of it), or the fact of its distribution,
form the basis of, or be relied on in connection with, or act as any
inducement to enter into, any contract or commitment whatsoever.

 

Potential investors should not base their financial decision on this
announcement. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Offer or to subscribe for or
purchase Shares or any other securities. The value of shares can decrease as
well as increase. Potential investors should consult a professional adviser as
to the suitability of the Offer for the person concerned. Nothing contained
herein constitutes or should be construed as investment, tax, financial,
accounting or legal advice or a representation that any investment or strategy
is suitable or appropriate to your individual circumstances.

 

Berenberg is authorised and regulated in Germany by the German Federal
Financial Supervisory Authority and in the United Kingdom is authorised and
regulated by the FCA, firm reference number 959302. N.M. Rothschild & Sons
Limited ("Rothschild") is authorised and regulated in the United Kingdom by
the FCA. Each of Berenberg and Rothschild (the "Banks") is acting exclusively
for the Company and no one else in connection with the Offer and will not
regard any other person (whether or not a recipient of this announcement) as a
client in relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to their respective
clients nor for giving advice in relation to the Offer or any transaction or
arrangement referred to in this announcement. Each of the Banks and their
respective affiliates may have engaged in transactions with, and provided
various investment banking, financial advisory and other services to, the
Company for which they would have received fees. Apart from the
responsibilities and liabilities, if any, that may be imposed on them by FSMA
or the regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither of the
Banks accepts any responsibility whatsoever for, and makes no representation
or warranty, express or implied, as to the contents of, this announcement or
for any other statement made or purported to be made by either of the Banks,
or on their respective behalf, in connection with the Company, the Shares or
the Offer and nothing in this announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or future.

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Shares have been subject to a
product approval process, which has determined that such Shares are (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook and
(ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that (a) the price of the Shares may decline and
investors could lose all or part of their investment, (b) the Shares offer no
guaranteed income and no capital protection and (c) an investment in the
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Berenberg will only procure investors who meet the
criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.

 

For the avoidance of doubt, the contents of the Company's websites, or any
website directly or indirectly linked to the Company's websites, are not
incorporated by reference into, and do not form part of, this announcement.

 

 

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