REG - Bridgepoint Group - Variation of Lock-up Arrangements

BridgepointAnnouncement

14/11/2025 07:05

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RNS Number : 5132H  Bridgepoint Group plc  14 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

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

 

14 November 2025

Bridgepoint Group plc

Variation of Lock-Up Arrangements

Bridgepoint Group plc ("Bridgepoint" or the "Company") notes the announcement
on 14 November 2025 by Burgundy C Nominees Limited ("Burgundy") in relation to
the sale of, in aggregate, 24,405,851 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").

 

Capitalised terms not otherwise defined in this announcement have the meaning
given to them in the Burgundy announcement.

 

Shortly before the Placing was launched, the Company received a request from
the Selling Shareholders for waivers from the IPO Lock-Up in respect of any
Shares to be sold in the Placing. In order to increase the free float and
therefore trading liquidity of our Shares through greater participation in the
Placing by Selling Shareholders, the Company has agreed to grant such waivers,
applying to 18,527,894 Shares (the "Lock-Up Waiver"). The Lock-Up Waiver only
applies to the Selling Shareholders, is conditional upon the completion of the
Placing, and only relates to Shares sold in the Placing.

 

Following completion of the Placing, approximately 167 million Shares will
remain subject to the IPO Lock-Up, which will expire on 26 July 2026. Should
the Placing not complete, the IPO Lock-Up will continue to apply in accordance
with existing terms.

 

 

ENQUIRIES

Bridgepoint

 Analysts and investors                                                 Media
 Adam Key

                                                                      Christian Jones
 Adam.key@bridgepointgroup.com (mailto:Adam.key@bridgepointgroup.com)

                                                                      Christian.jones@bridgepointgroup.com
 +44 7833 748010                                                        (mailto:Christian.jones@bridgepointgroup.com)

                                                                        +44 20 7034 3500

 

FGS Global (Public Relations Adviser to Bridgepoint)

James Murgatroyd / +44 20 7251 3801 / +44 7768 254 911

Anjali Unnikrishnan / +44 20 7251 3801 / +44 7826 534 233

bridgepoint-LON@fgsglobal.com

Legal Entity Identifier (LEI): 213800KFNMVI8PDZX472

IMPORTANT NOTICE

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. No
prospectus or offering document has been or will be prepared in connection
with the Placing.

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.

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 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.

 

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