REG - Berenberg Beauty Tech Group - Proposed Secondary Placing in TBTG

Beauty TechAnnouncement

Wed 16:45

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RNS Number : 2984D  Berenberg  06 May 2026

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL
TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF THE
BEAUTY TECH GROUP PLC IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND UPON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

 

6 May 2026

 

 

Proposed Secondary Placing of Ordinary Shares in The Beauty Tech Group plc

("TBTG" or the "Company")

 

Under the terms of the lock-in arrangements entered into by the pre-IPO
shareholders in the Company (excluding the Directors and the Senior Manager)
("Pre-IPO Shareholders"), as set out in the Company's prospectus dated 24
September 2025 ("Prospectus"), all Pre-IPO Shareholders have been invited to
participate in a block trade managed by Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg" or the "Bookrunner").

 

Following this invitation, certain Pre-IPO Shareholders (the "Sellers"),
which, for the avoidance of doubt, do not include the Directors or the Senior
Manager who are restricted from participating in the Placing in accordance
with the terms of their lock-in arrangements, have given indications to sell,
in aggregate, up to approximately 8.8 million ordinary shares of 10 pence each
in the capital of the Company, equal to approximately 7.9% of the Company's
issued share capital (the "Placing Shares").

 

The sale of the Placing Shares and the price per Placing Share will be
conducted and determined by way of an accelerated bookbuild to institutional
investors (the "Placing"), which will be launched immediately following this
announcement and may close at any time on short notice. The Placing is subject
to demand, price and prevailing market conditions.

 

The Company, in its capacity as agent to the Sellers, has appointed Berenberg
as sole bookrunner in relation to the Placing. The Company will not receive
any proceeds from the Placing.

 

The timing for the close of the bookbuild process is at the absolute
discretion of the Bookrunner. The results of the Placing will be announced as
soon as practicable thereafter.

 

In relation to the Sellers only, the Company and Berenberg have agreed to a
partial release from the lock-in entered into with the Sellers at the time of
the Company's IPO (which is due to expire on 25 May 2026) in order to
facilitate the Placing and with a view to increasing the free float and
therefore trading liquidity in the Company's shares. The Sellers have,
however, each agreed not to sell or otherwise dispose of any of their residual
holding of ordinary shares in the Company for 90 days after settlement of the
Placing, subject to certain customary exceptions and/or waiver by Berenberg
and the Company.

 

The six month orderly market arrangement entered into at the time of the
Company's IPO will continue to apply to both the Sellers and the other Pre-IPO
Shareholders in line with its original terms, that is for six months following
the expiry of the original lock-in on 25 May 2026.

 

Terms not defined in this announcement shall have the meaning given in the
Prospectus.

 

For further information, please contact:

 

Berenberg

 

Clayton Bush / Alex Wright / Alix Mecklenburg-Solodkoff / Ryan Mahnke

 

Tel.: +44 (0) 20 3207 7800

 

Important Notices:

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT SPECIFIC ADDRESSEES WHO: (A)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), ARE PERSONS WHO
ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION
(EU) 2017/1129 (AS AMENDED) ("QUALIFIED INVESTORS" AND THE "PROSPECTUS
REGULATION", RESPECTIVELY); (B) IF IN THE UNITED KINGDOM, ARE: "QUALIFIED
INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC
OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 WHO ARE (I) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (C)
ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

This announcement must not be acted or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. In addition, this announcement is not being
distributed, nor has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under
FSMA.

 

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States,
Australia, Canada, Japan, South Africa, or in any other jurisdiction in which
such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither
this announcement nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted Jurisdiction. Any
failure to comply with this restriction may constitute a violation of
securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the
Placing Shares are being offered or sold in any jurisdiction where it would be
unlawful to do so. The Placing Shares have not been and will not be registered
under the relevant laws of any of the Restricted Jurisdictions or any state,
province or territory thereof and may not be offered, sold, resold, delivered
or distributed, directly or indirectly in or into any Restricted Jurisdiction
or to, or for the account or benefit of, any person with a registered address
in, or who is a resident of or ordinarily resident in, or a citizen of, any
Restricted Jurisdiction except pursuant to an applicable exemption.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold, directly or indirectly, in
the United States, except pursuant to an exemption from, or as part of a
transaction not subject to, the registration requirements of the Securities
Act and the securities laws of any State or other jurisdiction of the United
States. No public offering of securities is being made in the United States or
in any other jurisdiction.

 

 

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by the Company, the Sellers or Berenberg or any of their respective
affiliates, who each expressly disclaim any liability for such information.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Sellers or Berenberg or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company, the Sellers or Berenberg to inform themselves about and to observe
any applicable restrictions.

In connection with the Placing, Berenberg or any of its affiliates may take up
a portion of the Placing Shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell for its own account such Placing
Shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by Berenberg and any of its
affiliates acting as an investors for their own account. Berenberg does not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in The Company or its
shares. No reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.

This announcement does not constitute a recommendation concerning a possible
offer. The value of the Placing Shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by Berenberg.

Berenberg is regulated by the Federal Financial Supervisory Authority in
Germany and is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Berenberg is acting for the Sellers only in connection with
the Placing and no one else, and will not be responsible to anyone other than
the Sellers for providing the protections offered to clients nor for providing
advice in relation to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter referred to in
this announcement.

Neither Berenberg nor any of its directors, officers, employees, advisers or
any of their respective affiliates accepts any responsibility whatsoever and
makes no representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, completeness or verification or for
any other information in connection with the Sellers, the Company or its
subsidiaries and/or the Placing, and nothing in this announcement is or shall
be relied upon as a promise or representation in this respect, whether as to
the past or the future. Berenberg accordingly disclaims to the fullest extent
permitted by law all and any responsibility and liability, whether arising in
tort, contract or otherwise, which it might otherwise have in respect of this
announcement and any such statement.

All times and dates in this announcement may be subject to amendment.

Certain figures contained in this announcement have been subject to rounding
adjustments.

 

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