REG - Project Glow Topco - Confirmation of Intention to Float

FTI ConsultingAnnouncement

15/09/2025 08:15

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RNS Number : 3074Z  Project Glow Topco Limited  15 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, 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.

 

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 the United Kingdom's Financial Services and
Markets Act 2000, as amended ("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 any final
prospectus (the "Prospectus"), including the risk factors set out therein,
that may be published by Project Glow Topco Limited or a new company to be
inserted as its holding company (the "Company", the "The Beauty Tech Group" or
"TBTG" and, together with its subsidiaries, the "Group") in due course in
relation to the proposed 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"). Upon such publication, a
copy of the Prospectus will be available on the Company's website at
https://www.thebeautytechgroup.com/ (https://www.thebeautytechgroup.com/)
subject to certain access restrictions.

 

15 September 2025

 

 

Project Glow Topco Limited

(the ultimate holding company of The Beauty Tech Group Limited)

 

Confirmation of Intention to Float on the Main Market of the London Stock
Exchange

 

Following the announcement on 8 September 2025 of its expected intention to
float, Project Glow Topco Limited, the ultimate holding company of The Beauty
Tech Group Limited, today confirms its intention to undertake an initial
public offering and certain details of the Offer.

 

The Company intends to apply for admission of the Shares to the equity shares
(commercial companies) category of the official list of the FCA and to trading
on the main market of London Stock Exchange plc (the "London Stock Exchange")
("Admission") which is currently expected to occur in October 2025.

 

Confirmation of Offer Details:

 

 ·             The Offer would be comprised of new shares to ensure a debt-free position at
               IPO with sufficient working capital to facilitate the Group's continued growth
               alongside a sale of existing shares by shareholders to ensure a sufficient
               free-float.

 ·             The Offer would be a targeted offering to certain institutional investors in
               the United Kingdom and elsewhere outside the United States in reliance on
               Regulation S, alongside an offering to retail investors through Retail Book
               Limited ("RetailBook") in the United Kingdom only (the "Retail Offer"). Retail
               investors would be able to participate through RetailBook's partner network of
               investment platforms, retail brokers and wealth managers, subject to such
               partners' participation.

 ·             Immediately following Admission, the Company is targeting a free float of at
               least 25% of issued share capital and expects that it would be eligible for
               inclusion in the FTSE UK indices.

 ·             In connection with the Offer, each of the Company's directors and all existing
               shareholders are expected to agree to customary lock-up arrangements (subject
               to customary exceptions) restricting the disposal of Shares for a period of
               time following Admission.

 ·             Any additional details in relation to the Offer, together with any changes to
               corporate governance arrangements, would be disclosed in a Prospectus, if and
               when published.

 ·             The Company has engaged Berenberg as Sponsor, Bookrunner and Joint Financial
               Adviser and N.M. Rothschild & Sons Limited as Joint Financial Adviser in
               the event the Offer proceeds.

 

 

For more information, please contact:

 

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

 Alex Beagley                                                 tbtg@fticonsulting.com

 Harriet Jackson

 Matthew Young

 Amy Goldup

 Berenberg (Sponsor, Bookrunner and Joint Financial Adviser)  T: +44 (0) 20 3207 7800

 Clayton Bush

 Alex Wright

 Alix Mecklenburg-Solodkoff

 Smruthya Ganeshram

 Ryan Mahnke

 Rothschild & Co (Joint Financial Adviser)                    T: +44 (0) 20 7280 5000

 Andrew Thomas

 Rob McCann

 Shannon Nicholls

 Tom Palmer

 Alexandra Loth

 

 

IMPORTANT LEGAL INFORMATION

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") 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.

 

In the member states of the European Economic Area ("EEA"), this announcement
is only addressed to and directed at persons who are qualified investors
within the meaning of the Prospectus Regulation ("Qualified Investors"). The
term "Prospectus Regulation" means either (a) Regulation (EU) 2017/1129 of the
European Parliament and of the Council (as amended) on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market; and repealing Directive 2003/71/EC, or (b) the United
Kingdom's version of Regulation (EU) 2017/1129 of the European Parliament and
of the Council (as amended) on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, which
is part of United Kingdom's law by virtue of the European Union (Withdrawal)
Act 2018, as applicable. In the United Kingdom, this announcement is only
addressed to and directed at Qualified Investors in the United Kingdom who are
reasonably believed by the Company to be persons of a kind described in
Article 19 (Investment Professionals), Article 48 (High Net Worth Individuals)
and Article 49 (High Net Worth Companies, Unincorporated Associations, etc) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended or any other recipient that is a Qualified Investor in the United
Kingdom to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) in connection with the sale of any
securities of the Company may otherwise lawfully be communicated or caused to
be communicated (together, "Relevant Persons").

 

Persons who fall outside these categories in the EEA or the United Kingdom,
respectively, should not rely on or act upon the matters communicated in this
announcement. 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 any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.

 

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, Berenberg and Rothschild 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, Berenberg, Rothschild 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,
Berenberg and Rothschild 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 possible Offer should be
made solely on the basis of information contained in the Prospectus which may
be issued by the Company in connection with the possible Offer. 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 will be set out in the
Prospectus, if published. 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.

 

The Company may decide not to go ahead with the possible Offer and there is
therefore no guarantee that a Prospectus will be published, the Offer will be
made or Admission will occur. 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 a possible
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 a possible 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.

 

Berenberg is authorised and regulated in Germany by the German Federal
Financial Supervisory Authority and in the United Kingdom is authorised and
regulated by the FCA, firm reference number 959302. N.M. Rothschild & Sons
Limited ("Rothschild") is authorised and regulated in the United Kingdom by
the FCA. Each of Berenberg and Rothschild (the "Banks") is acting exclusively
for the Company and no one else in connection with the possible Offer and will
not regard any other person (whether or not a recipient of this announcement)
as a client in relation to the possible Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients nor for giving advice in relation to the possible Offer or
any transaction or arrangement referred to in this announcement. Each of the
Banks and their respective affiliates may have engaged in transactions with,
and provided various investment banking, financial advisory and other services
to, the Company for which they would have received fees. Apart from the
responsibilities and liabilities, if any, that may be imposed on them 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, neither of the
Banks accepts any responsibility whatsoever for, and makes no representation
or warranty, express or implied, as to the contents of, this announcement or
for any other statement made or purported to be made by either of the Banks,
or on their respective behalf, in connection with the Company, the Shares or
the possible Offer and nothing in this announcement will be relied upon as a
promise or representation in this respect, whether or not to the past or
future.

 

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.

 

 

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