REG - BNP Paribas London Bridgepoint Group - Proposed Secondary Placing of Ordinary shares

BridgepointAnnouncement

13/11/2025 17:15

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RNS Number : 4960H  BNP Paribas London  13 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

13 November 2025

Proposed Secondary Placing in Bridgepoint Group plc ("Bridgepoint" or the
"Company")

Burgundy C Nominees Limited (the "Seller") announces the proposed sale of, in
aggregate, approximately 24 million ordinary shares in Bridgepoint (the
"Placing Shares") on behalf of a group of certain current and former
Bridgepoint employees as well as related persons (the "Selling Shareholders")
through a placing to institutional investors (the "Placing"). As of 13
November 2025 (being the latest practicable date prior to this announcement),
the Placing Shares represent approximately 3 per cent. of the Company's issued
ordinary shares (the "Shares").

 

The number of Placing Shares and the price per Placing Share will be
determined through a bookbuild process conducted by the Bookrunner (as defined
below). The bookbuild process will commence with immediate effect following
this announcement and may close at any time on short notice. A further
announcement will be made following the completion of the bookbuild and
pricing of the Placing.

 

The Company is not a party to the Placing and will not receive any proceeds
from the Placing.

 

BNP PARIBAS is acting as sole bookrunner in connection with the Placing (the
"Bookrunner").

 

Lock-Up Arrangements

 

The Placing is being undertaken following the expiry of certain lock-up
arrangements described in the IPO prospectus published by the Company on 21
July 2021 (the "IPO Lock-Up"). Approximately 186 million Shares are still
subject to the IPO Lock-Up, which will expire on 26 July 2026.

 

In order to enhance supply of Shares in the market through greater
participation in the Placing by Selling Shareholders, the Company is expected
to grant waivers in respect of the IPO Lock-Up (the "Lock-Up Waiver"). The
Lock-Up Waiver would only apply to the Selling Shareholders, would be
conditional upon the completion of the Placing, and would only relate to
Shares sold in the Placing. The number of Shares in respect of which the IPO
Lock-Up might be waived will be determined by the level of demand in the
bookbuilding process and will be provided in the announcement to be made
following the completion of the bookbuild and pricing of the Placing.

 

Following successful completion of the Placing, any remaining Shares owned by
the Seller for the benefit of the Selling Shareholders will be subject to a 90
day lock-up, subject to customary exceptions and waiver by the Bookrunner.

 

For further information, please contact:

 BNP PARIBAS                                            +44 (0) 20 7595 5285
 Equity Capital Markets: Tom Snowball / Lauren Davies

 Corporate Broking: Sam McLennan / Andrew Forrester

IMPORTANT NOTICE

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented. Upon the publication of
this announcement, this inside information is now considered to be in the
public domain.

The contents of this announcement have been prepared by and are the sole
responsibility of the Seller.

The publication or distribution or release of this announcement and the
Placing of the Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. This announcement is for information
purposes only and shall not constitute or form part of an offer to buy, sell,
issue, acquire or subscribe for, or the solicitation of an offer to buy, sell,
issue, acquire or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. No action has been taken that would permit an offering of such
shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe,
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at: (1) in any member state of the European Economic
Area, persons who are qualified investors in such member state within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"); or (2) in the United
Kingdom, persons who are qualified investors within the meaning of the
Prospectus Regulation as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 and who: (a) have professional experience in
matters relating to investments who fall within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order"); (b) fall within article 49(2)(a) to (d) of the Order or; (c)
are persons to whom an offer of the Placing Shares may otherwise lawfully be
made ("relevant persons").  The information regarding the Placing set out in
this announcement must not be acted on or relied on by persons in the European
Economic Area who are not Qualified Investors or by persons in the United
Kingdom who are not relevant persons. Any investment or investment activity to
which this announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to relevant persons
and will be engaged in only with such persons.

In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for any securities in any
jurisdiction into which such offer or solicitation would be unlawful.

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
may not be offered, sold or transferred, directly or indirectly, in or into
the United States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or other jurisdiction of the
United States. The Placing Shares are being offered and sold (a) outside the
United States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act, or (b) in the United States only to
persons reasonably believed to be "qualified institutional buyers" (as defined
in Rule 144A of the Securities Act) in transactions pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. There will be no public offering of the Placing Shares in the
United States.

No offer and sale of Placing Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.

The offer and sale of securities referred to herein has not been and will not
be registered under the Securities Act or under the applicable securities laws
of Australia, Canada, Japan or South Africa. Subject to certain exceptions,
the Placing Shares referred to herein may not be offered or sold in Australia,
Japan or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.

No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction.

No prospectus or offering document has been or will be prepared in connection
with the Placing.  The publicly available information of the Company is not
the responsibility of, and has not been independently verified by, the Seller,
the Joint Bookrunners, or any of their respective affiliates (as such term is
defined under Rule 501(b) of Regulation D of the Securities Act) (each, an
"Affiliate"). The information contained in this announcement is for background
purposes only and does not purport to be full or complete.

In connection with the Placing, the Joint Bookrunners or any of their
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 their own
accounts such Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise. Accordingly,
references to the 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, the Joint Bookrunners and
any of their Affiliates acting as investors for their own accounts. The Joint
Bookrunners do 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.

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 the Joint Bookrunner(s). The Joint Bookrunners reserve the
right to take up a portion of the securities in the offering as a principal
position at any stage at their sole discretion, inter alia, to take account of
the objectives of the Seller, UK MiFID II requirements and in accordance with
allocation policies.

The Joint Bookrunners are acting for the Seller in connection with the Placing
and no-one else and will not be responsible to anyone other than the Seller
for providing advice in relation to the Placing or any other matter referred
to in this announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their Affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions. No assurances can be given that the forward-looking statements in
this announcement will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of actual results
or otherwise.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company's
securities. The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on disposal of
the shares.  Acquiring Placing Shares to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial advisor.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed.  The Seller reserves the right not
to proceed with the Placing or to vary the terms of the Placing in any way.

 

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