REG - Shawbrook Group PLC - FCA Approves Registration Document

Deutsche Bank AGAnnouncement

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RNS Number : 2112C  Shawbrook Group PLC  06 October 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of Rule 3.3 of the
Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") made
under section 73A of the Financial Services and Markets Act 2000, as amended
("FSMA") and is not a prospectus nor an offer of securities for sale or
subscription, nor a solicitation of an offer to acquire or subscribe for
securities, in any jurisdiction, including in or into the United States,
Canada, Australia, South Africa or Japan.

Neither this announcement, nor anything contained herein, nor anything
contained in the Registration Document (as defined herein) shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not subscribe for or purchase
any shares referred to in this announcement or the Registration Document
except solely on the basis of the information contained in a prospectus
approved by the FCA (together with any supplementary prospectus, if relevant,
the "Prospectus"), including the risk factors set out therein, that may be
published by Shawbrook Group plc (the "Company" and, together with its
subsidiaries, the "Group" or "Shawbrook") in due course in connection with a
possible offer of ordinary shares in the Company ("Shares") and the possible
admission of such Shares to the Official List of the FCA in the equity shares
(commercial companies) category and to trading on the Main Market for listed
securities of the London Stock Exchange plc. A copy of any Prospectus
published by the Company will, if published, be available for inspection on
the Company's website at https://www.shawbrook.co.uk/investors/, subject to
certain access restrictions.

6 October 2025

 

 

Shawbrook Group plc

Financial Conduct Authority Approves Registration Document

 

Further to its announcement on 6 October relating to a potential initial
public offering (the "IPO" or the "Offer"), Shawbrook Group plc (the
"Company") confirms that the Registration Document relating to the Company has
received approval from the UK Financial Conduct Authority and has been
published on the Company's website at https://www.shawbrook.co.uk/investors,
subject to certain access restrictions.

A copy will be submitted to the National Storage Mechanism and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 For more information, please contact:

 Teneo                                                       T:    +44 (0) 20 7260 2700

(PR adviser to Shawbrook)

Tom Murray

 Zander Swinburne

Oscar Burnett

 Ardea Partners                                              T:   +44 (0) 20 3848 8700

 (Financial Adviser)

 Simon Lyons

 Michael Gregg

 Goldman Sachs                                               T:    +44 (0) 20 7774 1000

(Sponsor, Joint Global Co-ordinator and Joint Bookrunner)

Ronan Breen

 John Wilkinson

 Owain Evans

 Ayman Khondker

 Barclays                                                    T:    +44 (0) 20 7623 2323

(Joint Global Co-ordinator and Joint Bookrunner)

Chris Madderson

 Arif Vohra

 Matthew Naylor

 Ben Newmark

 Deutsche Numis                                              T:    +44 (0) 20 7260 1000

(Joint Bookrunner)

Daniel Werchola

 Inigo de Areilza

 Jamie Loughborough

 Michael Stocker

 KBW                                                         T:    +44 (0) 20 7710 7600

(Joint Bookrunner)

Alberto Moreno

 Alexander Smith

 Erick Anderson

 UBS                                                         T:    +44 (0) 20 7567 8000

(Joint Bookrunner)

Ben Crystal

 Rahul Luthra

 Alex Bloch

 Marco Guarino

 

Important legal information

The contents of this announcement, which has been prepared by, and is the sole
responsibility of, the Company, has been approved by Goldman Sachs
International 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, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. 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 is not for release, publication or distribution in whole or
in part, directly or indirectly, in or into or from the United States, Canada,
Australia, South Africa, Japan or any other jurisdiction where such
distribution would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. This announcement does not constitute a prospectus or form
part of any offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for, or otherwise invest in, Shares to any
person in any jurisdiction to whom or in which such offer or solicitation is
unlawful, including the United States (including its territories or
possessions or any State of the United States and the District of Colombia
(together, the "United States")), Canada, Australia, South Africa or Japan.
The Shares have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, resold, pledged, delivered, distributed
or otherwise transferred, directly or indirectly, in 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 any
applicable securities laws of any state or other jurisdiction in the United
States. There will be no public offering of securities by the Company, in
connection with any possible IPO, in the United States, Canada, Australia,
South Africa or Japan. Subject to certain exceptions, the Shares may not be
offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada, Japan or
South Africa.

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: (a)
"qualified investors" within the meaning of Article 2(e) of the UK version of
the Prospectus Regulation as it forms part of retained EU law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are
(i) persons having 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) high net worth entities falling within
Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA (as amended)) in connection with the sale of any
securities of the Company or any member of its group may otherwise lawfully be
communicated or caused to be communicated;  or (iv) members of RetailBook's
partner network of investment platforms, retail brokers and wealth managers,
to the extent that they participate as intermediaries in any possible IPO, for
onward distribution to retail investors resident in the United Kingdom only
(all such persons referred to in (i), (ii), (iii) and (iv) together being
"Relevant Persons"). This announcement must not be acted or relied on: (i) in
the United Kingdom, by persons who are not Relevant Persons; and (ii) in any
member state of the EEA, by persons who are not Qualified Investors. 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 the EEA, is available only to, and may be engaged in only
with, Qualified Investors.

This announcement may include 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
"believes", "estimates", "plans", "projects", "targets", "anticipates",
"expects", "intends", "may", "will", "forecast", "would", "could", "should"
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 statements reflect beliefs of the directors of the
Company (the "Directors") as well as assumptions made by the Directors and
information currently available to the Group. Although the Directors consider
that these beliefs and assumptions are reasonable, by their nature,
forward-looking statements reflect the Group's current view with respect to
future events and involve known and unknown risks, uncertainties, assumptions
and other factors that may cause the Group's actual financial position,
results of operations, cash flows, liquidity, prospects, growth, strategies or
other outcomes to be materially different from those expressed or implied by
such statements.

The forward-looking statements in this announcement speak only as at the date
of this announcement. Further, certain forward-looking statements are based
upon assumptions of future events which may not prove to be accurate and none
of the Company, the Banks (as defined below) nor any member of the Company,
nor any of such persons' respective affiliates or their respective directors,
officers, employees, agents and/or advisers, nor any other person, accepts any
responsibility for the accuracy of such forward-looking statements nor the
assumptions underlying any of them nor the fairness of the opinions expressed
in this announcement. Past performance cannot be relied upon as a guide to
future performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Forward-looking statements may and often do differ materially from actual
results. No representation or warranty is made that the outcomes express or
implied by any forward-looking statement will come to pass or that any
forecast results will be achieved. In addition, even if the outcomes expressed
or implied in any forward-looking statement do come to pass, such outcomes may
not be indicative of outcomes in subsequent periods. None of the Company, the
Banks or any other person undertakes any obligation to update, supplement,
amend or revise any forward-looking statement, whether as a result of new
information, future developments or otherwise, for any reason except to the
extent required by law. You are therefore cautioned not to place any undue
reliance on forward-looking statements.

The Registration Document mentioned in this announcement may be combined with
a securities note and a summary to form a prospectus in accordance with the
Prospectus Regulation Rules. A prospectus approved by the FCA is required
before an issuer can offer transferable securities to the public or request
the admission of transferable securities to trading on a regulated market.
However, the Registration Document referred to in this announcement does not
constitute an offer or invitation to sell or issue, or a solicitation of an
offer or invitation to purchase or subscribe for, any securities in the
Company in any jurisdiction, nor shall the Registration Document alone (or any
part of it), or the fact of its distribution, form the basis of, or be relied
upon in connection with, or act as any inducement to enter into, any contract
or commitment whatsoever with respect to any offer or otherwise. Any
subscription or purchase of Shares in the possible IPO should be made solely
on the basis of information contained in the Prospectus which may be published
by the Company in connection with the possible IPO. However, potential
investors should note that the approval by the FCA of any Prospectus which may
be published by the Company should not be understood as an endorsement by the
FCA of any securities offered or admitted to trading on a regulated market.

The information in this announcement and the Registration Document mentioned
in this announcement is subject to change. Before subscribing for or
purchasing any Shares, persons viewing this announcement should read the
Prospectus, if published, and ensure that they fully understand and accept the
potential risks associated with a decision to invest in Shares. No reliance
may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. Neither this announcement, nor
anything contained in the Registration Document, shall constitute, or form
part of, any offer or invitation to sell or issue, or any solicitation of any
offer to acquire, whether by subscription or purchase, any Shares or any other
securities, nor shall this announcement or the Registration Document (or any
part of them), or the fact of their 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.

The Company may decide not to proceed with the possible IPO and there is
therefore no guarantee that a Prospectus will be published, the IPO will
proceed or that Admission will occur. Potential investors should not base
their investment decisions on this announcement or any part of it. Acquiring
securities to which this announcement relates may expose an investor to
significant risk of losing some or all of the amount invested. Following
Admission, the value of the Shares could decrease as well as increase. Neither
this announcement, nor the Registration Document, constitute a recommendation
concerning a possible IPO or with respect to any investment in Shares. Before
deciding to invest in Shares, potential investors should consult a suitably
qualified and experienced professional adviser as to the suitability of an
investment in Shares for the person concerned.

Nothing contained in this announcement constitutes or should be construed as
being: (i) investment, financial, tax, accounting or legal advice; (ii) a
representation that any investment or investment strategy is suitable or
appropriate to your particular circumstances; or (iii) a personal
recommendation to you. No statement contained in this announcement is intended
to be, and nor shall any such statement be construed as, a profit forecast.

Unless otherwise indicated, market, industry and competitive position data are
estimated (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Group ascertained the underlying economic assumptions relied upon therein.

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of rounding, the totals of
data presented in this announcement may vary slightly from the actual
arithmetic totals of such data.

For the avoidance of doubt, the contents of the Company's website are not
incorporated into, and do not form part of, this announcement.

Ardea Partners International LLP is acting as a financial adviser to the
Company in connection with the possible IPO. Ardea is not acting as an
underwriter, sponsor or bookrunner, will not offer or sell any securities and
will not identify, solicit or engage directly with potential investors in
connection with the Offer.

 

Goldman Sachs International ("Goldman Sachs") has been appointed as Sponsor, a
Joint Global Co-ordinator and a Joint Bookrunner, Barclays Bank PLC
("Barclays") has been appointed as a Joint Global Co-ordinator and Joint
Bookrunner and each of Deutsche Bank AG, London Branch ("Deutsche Numis"), UBS
AG, London Branch ("UBS") and Stifel Nicolaus Europe Limited (trading as
Keefe, Bruyette & Woods, "KBW") have been appointed as Joint Bookrunners
in connection with the Offer. Goldman Sachs International is authorised in the
United Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated in the United Kingdom by the PRA and the FCA. Barclays Bank PLC is
authorised by the PRA and regulated in the United Kingdom by the PRA and the
FCA. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG, trading for these purposes as Deutsche Numis is registered
as a branch office in the register of companies for England and Wales at
Companies House (branch registration number BR000005) with its registered
branch office address and principal place of business at 21, Moorfields,
London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European
Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117
Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With
respect to activities undertaken in the United Kingdom, Deutsche Bank AG is
authorised by the PRA. It is subject to regulation by the FCA and limited
regulation by the PRA. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the PRA are available from Deutsche Bank AG on
request. UBS AG London Branch is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. Stifel Nicolaus Europe Limited (trading as
Keefe, Bruyette & Woods) is authorised by the FCA and regulated in the
United Kingdom by the FCA.

Barclays, Deutsche Numis, Goldman Sachs, KBW and UBS are together are referred
to herein as the "Banks". Each of the Banks is acting exclusively for the
Company and no one else in connection with the possible IPO. None of the Banks
will regard any other person as a client in relation to the possible IPO or
any other matters referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
their respective clients or for the giving of advice in relation to the
possible IPO or any matter referred to in this announcement. None of the Banks
nor any of their respective affiliates accepts any responsibility whatsoever
for the contents of this announcement including its accuracy, completeness and
verification.

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Banks 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,
none of the Banks nor any of their respective affiliates and/or any of their
or their affiliates' directors, officers, employees, advisers and/or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) and/or any other
information relating to the Company, the Group or its associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available, or for any loss howsoever arising from any use
of this announcement or its contents or otherwise arising in connection
therewith.

 

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