REG - Beauty Tech Group - Launch of Intermediaries Offer

FTI ConsultingAnnouncement

24/09/2025 18:01

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RNS Number : 6938A  The Beauty Tech Group PLC  24 September 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 OR 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238) ("RETAILBOOK"). THIS FINANCIAL
PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

 

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 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 final 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"). Terms used in this announcement and not defined
in this announcement shall have the meanings given to them in the Prospectus.

 

 

24 September 2025

 

The Beauty Tech Group plc

 

Launch of Intermediaries Offer

 

 ·             Following the Announcement of Publication of Price Range Prospectus published
               earlier today in connection with its initial public offering, The Beauty Tech
               Group plc announces the launch of the Intermediaries Offer (the
               "Intermediaries Offer") via RetailBook (https://www.retailbook.com/) ;
 ·             Investors can take part through RetailBook's partner network of retail
               brokers, wealth managers and investment platforms (subject to such partners'
               participation);
 ·             Applications for Shares in the Intermediaries Offer through those partners can
               be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
               General Investment Accounts ("GIAs");
 ·             There is a minimum application size of £500 per investor in the
               Intermediaries Offer;
 ·             No commission will be charged by RetailBook to investors on applications for
               Shares in the Intermediaries Offer;
 ·             Brokers wishing to offer their customers access to the Intermediaries Offer
               should contact partners@retailbook.com (mailto:partners@retailbook.com) ;
 ·             For more information on how to participate in the Intermediaries Offer, please
               click here (https://www.retailbook.com/offers/ipo/the-beauty-tech-group) .

 

 

The Intermediaries Offer

 

The Intermediaries Offer is being made on the basis outlined in the
Prospectus.

 

The terms and conditions of the Intermediaries Offer are contained in the
'Terms and Conditions of the Intermediaries Offer' set out in Part 9 of the
Prospectus.

 

Further information on Group and its business is set out in the Prospectus,
which will shortly be available on the Company's website
at https://www.thebeautytechgroup.com/ (https://www.thebeautytechgroup.com/)
, subject to certain access restrictions, the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and from
participating retail brokers, wealth managers and investment platforms,
subject to applicable securities laws or regulations.

 

 

Expected Intermediaries Offer Timetable

 

 Latest time and date for receipt of Intermediary orders under the             4.30 p.m. on 2 October 2025
 Intermediaries Offer
 Announcement of the Offer Price through a Regulatory Information Service,     7.00 a.m. on 3 October 2025
 publication of the Pricing Statement and notification of allocations of
 Shares((1))
 Commencement of conditional dealings in Shares on the London Stock            8.00 a.m. on 3 October 2025
 Exchange((2)(3))
 Admission and commencement of unconditional dealings in Shares on the London  8.00 a.m. on 8 October 2025
 Stock Exchange
 CREST accounts credited in respect of Shares acquired in the Offer in         As soon as reasonably practicable on 8 October 2025
 uncertificated form
 Despatch of definitive share certificates (where applicable)                  Within 10 Business Days after Admission

Each of the times and dates in the above timetable is subject to change. Any
such change will be publicly announced by the Company through a Regulatory
Information Service. References to times are to London time.

 

Notes:

(1)           The Pricing Statement will not automatically be sent
to persons who receive the Prospectus, but it will (subject to certain

restrictions) be available in electronic format on the Company's website at
https://www.thebeautytechgroup.com/. If the Offer Price is set above or below
the Indicative Price Range or the Indicative Price Range is revised such that
the value of the Offer differs to that set out in the Prospectus, the Company
will make an announcement via a Regulatory Information Service and prospective
investors may have a right to withdraw their application for Offer Shares. In
such circumstances, the Pricing Statement would not be published until the
period for exercising such withdrawal rights has ended. The expected date of
publication of the Pricing Statement would be extended and the arrangements
for withdrawing offers to purchase Offer Shares would be contained in the
announcement.

(2)           It should be noted that, if Admission does not occur,
all conditional dealings will be of no effect and any such dealings will be at
the sole risk of the parties concerned

(3)           Prospective investors who apply for Sale Shares in the
Intermediaries Offer should consult their Intermediary as to when they will be
sent documents in respect of any Sale Shares they have been allocated and when
they may commence dealing in any such Sale Shares

 

Eligibility for the Intermediaries Offer

 

To be eligible to participate in the Intermediaries Offer, applicants must be
a customer of a participating partner. Eligible retail investors wishing to
subscribe for or purchase Shares should contact their investment platform,
retail broker or wealth manager to confirm if they are participating in the
Intermediaries Offer. Some partners may only accept applications from
existing customers.

 

There is a minimum application size of £500 per investor.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that an application for Shares and investment in the
Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of this announcement should be
read and understood.

 

 

Enquiries

 

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

 Harriet Jackson                                                 tbtg@fticonsulting.com (mailto:tbtg@fticonsulting.com)

 Matthew Young

 Amy Goldup

 RetailBook                                                      c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                               (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Michael Ward                                                    (mailto:capitalmarkets@retailbook.com)

 James Deal

 

Further information on the Company can be found on its website at
https://www.thebeautytechgroup.com/ (https://www.thebeautytechgroup.com/) .

 

Important Notices

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by RetailBook 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.

 

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 and RetailBook 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, RetailBook 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, RetailBook 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.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
RetailBook is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (FRN 994238).

 

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.

 

No other documents or materials are incorporated into, or form part of, this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

 

 

END

 

 

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