REG-ICG and Amundi announce a long-term strategic partnership to develop private markets products managed by ICG and distributed by Amundi targeted at wealth investors

ICGAnnouncement

18/11/2025 06:00

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 November 2025

ICG and Amundi announce a long-term strategic partnership to develop private
markets products managed by ICG and distributed by Amundi targeted at wealth
investors

ICG plc (“ICG” or the “Company”) and Amundi (“Amundi”) are
announcing today a distribution and equity partnership that will combine
ICG’s investment expertise and track record of successfully launching new
investment strategies with Amundi’s international distribution capacity in
the wealth channel and its structuring capability in designing solutions for
wealth clients.

The parties will initially focus on developing two European evergreen funds,
in private equity secondaries and private debt, and are committed over time to
broadening their range of investment strategies and products appropriate for
wealth investors.

The partnership has the potential to generate significant additional assets
under management for ICG over the medium term, accelerating the scaling up and
scaling out of ICG’s product offering and delivering value for shareholders.

To reinforce the long-term strategic and economic alignment that underpins
this partnership, Amundi intends to acquire a 9.9%(1) non-dilutive economic
interest in ICG.

Details of the commercial agreement are set out later in this announcement,
with key highlights including:
* Initial term of 10 years
* Amundi will be the exclusive global(2) distributor in the wealth channel for
ICG’s evergreen and certain other products, with ICG being Amundi’s
exclusive provider for those products to Amundi’s distribution business
* Both parties will work together to bring new products to market that are
specifically appropriate to the wealth channel
* Amundi will provide structuring, sales and aftersales support for products
managed by ICG that Amundi distributes
Details of the relationship agreement are set out later in this announcement,
with key highlights including:
* Amundi intends to acquire over time, and by no later than 30 June 2027, a
non-dilutive 9.9% economic interest in ICG, becoming a strategic shareholder
and anchoring the long-term partnership
* Amundi will be entitled to nominate a non-executive director to ICG’s
Board, subject to certain conditions
* Structure takes into account the regulatory considerations of both parties
and reinforces the long-term strategic and economic alignment that underpins
this partnership
Benoît Durteste, CEO and CIO of ICG commented:

“Our long-term strategic partnership with Amundi is a meaningful step
forward in the development of ICG’s strategy to access the wealth channel in
a way that is clearly additive and complementary to our strong existing
institutional offering.

The combination of ICG’s investment expertise and entrepreneurial mindset
with Amundi’s structuring capability and extensive distribution network
creates a differentiated partnership with substantial potential, and
materially accelerates our ability to access and shape the evolving wealth
channels for private markets.

At the heart of this relationship is a shared philosophy that investment
returns remain core to our long-term success. We are proud of our reputation
for an unwavering focus on delivering superior investment performance, and we
are excited to work with Amundi to develop more products and strategies that
are well-suited to the important and growing wealth market for private
investments.”

Valérie Baudson, CEO of Amundi commented:

“This partnership with ICG, a recognised and diversified leader in private
markets, represents a remarkable opportunity to offer our distributor clients
and the entities and clients of the Crédit Agricole group access to
high-performing strategies with a proven track records historically reserved
for institutional investors.

It fully aligns with Amundi’s strategic plan priorities, which aim to
strengthen our leadership by expanding our offerings in promising segments
supported by long-term trends. This is the case for the private assets market,
whose opening to wealth investors meets their growing needs for
diversification and long-term savings accumulation for retirement.

This partnership opens very promising new opportunities for both parties and
is expected to be a driver of profitable and sustainable growth for the
benefit of all our stakeholders.”

Shareholder / analyst call

As previously announced, at 9am GMT today ICG will be discussing its H1 FY26
results, and will also discuss this partnership. Shareholders and analysts
wishing to join the call can do so here
(https://www.globenewswire.com/Tracker?data=_V9GZNat5ZJ7rdZnJDkPXWZDhVcov8QZ1C_wa6HTI13mwpuFTMeZzDoKq0DXEYZJJPwenfOHEk_VJFXOg1CDJtxwyuUBWadML1tUa7hVu-iulzJgx2dT-Jc79tdItoRSpYHJxQhksqzg_lY810NYAXDavO6wLib95qN2N1ZJibE=).

Advisors

ICG is being advised by Latham & Watkins (London) LLP as legal advisers, by
Fenchurch Advisory Partners as financial advisers, and by Deutsche Numis as
sole corporate broker.

Amundi is being advised by Cleary Gottlieb Steen & Hamilton LLP as legal
advisers, by PJT Partners as lead financial advisers, and by Morgan Stanley &
Co. International plc as financial advisers.

Enquiries

Shareholders and debtholders / analysts:         
Chris Hunt, Head of Corporate Development and Shareholder Relations, ICG
+44(0)20 3545 2020

Media:         
Fiona Laffan, Global Head of Corporate Affairs, ICG
+44(0)20 3545 1510

Master Commercial Agreement

On the date of this announcement, the parties entered into a Master Commercial
Agreement (“MCA”), which documents the strategic partnership and the
distribution and sourcing of certain ICG funds. The initial term of the MCA is
10 years, with the ability to be renewed on a rolling 5-year basis upon mutual
consent.

Amundi shareholding in ICG

The parties have entered into a relationship agreement (“Relationship
Agreement”) and subscription agreement (“Subscription Agreement”),
which, together, document the process for Amundi to acquire a non-dilutive
economic interest in ICG of 9.9%.

Ordinary shares

Under the terms of the Relationship Agreement, Amundi has undertaken to
acquire and hold ordinary shares in ICG representing approximately 4.64% of
the Company’s current issued share capital (“Initial Ordinary Shares”).
Amundi intends to enter into a structured transaction to purchase those
Initial Ordinary Shares sourced in the secondary market. Taking into account
regulatory considerations of both parties, the parties have agreed that,
subject to certain conditions, Amundi and its affiliates shall not at any time
own or control Ordinary Shares exceeding 4.99% (“Ordinary Share Ownership
Limit”).

Non-voting shares

Amundi has agreed that, subject to certain conditions, after it has completed
the acquisition of the Initial Ordinary Shares it will subscribe for
non-voting shares in the capital of ICG (the “Non-Voting Shares”)
representing approximately 5.26% of the aggregate issued capital of ICG, such
that Amundi’s overall economic interest in ICG will represent approximately
9.9%. It is proposed that the Non-Voting Shares would be issued pursuant to
ICG’s existing shareholder authorities from time to time.

Share buyback

In order to ensure that Amundi’s holding in ICG is not dilutive to the
existing shareholders of ICG, the parties have agreed that, as a pre-condition
to the issue of the Non-Voting Shares, ICG will undertake an on-market share
buyback of Ordinary Shares representing approximately 5.26% of ICG’s issued
share capital (the “Share Buyback”). The Share Buyback will be undertaken
pursuant to the existing shareholder authorities from time to time, and such
shares will be held in Treasury.

The parties have agreed to the parameters for the Share Buyback under the
Subscription Agreement. Once Amundi has reached the Ordinary Share Threshold
and subject to the satisfaction of certain other conditions, ICG shall
instruct a bank to undertake the repurchase of Ordinary Shares representing
approximately 5.26% of ICG’s issued share capital, with the buyback being
completed no later than 30 June 2027.

The repurchases will be undertaken in tranches, with the corresponding number
of Non-Voting Shares being issued to Amundi. The subscription price for those
Non-Voting Shares will be equal to the repurchase price for the Ordinary
Shares in that relevant tranche, and Amundi will reimburse ICG in cash for
costs and expenses incurred by ICG in connection with the Share Buyback.

Further details of the Share Buyback will be provided via a regulatory
announcement in due course.

Following the acquisition of the Initial Ordinary Shares, completion of the
Share Buyback and corresponding issue of the Non-Voting Shares, Amundi is
anticipated to have an economic interest in ICG of approximately 9.9% and a
voting interest of approximately 4.9%. All other shareholders in aggregate
will have an economic interest in ICG of approximately 90.1% and a voting
right interest of approximately 95.1%. As a result, a shareholder with a 1.00%
economic interest in ICG through the Ordinary Shares would have voting rights
totalling 1.06%.

Based on 290,641,291 of ICG’s Ordinary Shares in issue (excluding treasury
shares) on 17 November 2025, the pro forma capital structure for ICG would be
as below:

                     Number                                           Economic interest                                      Voting rights                                      
                     Ordinary Shares  Non-Voting Shares  Total        Ordinary Shares  Non-Voting Shares  Economic interest  Ordinary Shares  Non-Voting Shares  Voting rights  
 Amundi              13,492,663       15,280,825         28,773,488   4.64%            5.26%              9.90%              4.90%            0.00%              4.90%          
 Other shareholders  261,867,803      -                  261,867,803  90.10%           0.00%              90.10%             95.10%           0.00%              95.10%         
 Total               275,360,466      15,280,825         290,641,291  94.74%           5.26%              100.00%            100.00%          0.00%              100.00%        

Note: All percentages in this table have been rounded to two decimal places.

Further information on the Non-Voting Shares

The Non-Voting Shares will be a new class of unlisted non-voting shares in the
capital of ICG with a nominal value of £0.2625 each. The Non-Voting Shares
will have the same nominal value, rights and privileges as the Ordinary
Shares, including as relates to dividends and other economic rights, save that
the Non-Voting Shares will not have any voting rights. It is a term of issue
of the Non-Voting Shares that on a later transfer by Amundi they will convert
into Ordinary Shares, with the same rights and privileges provided under
ICG’s Articles of Association, provided the shares are validly transferred
via a permitted transfer, being a transfer (i) to the Company; (ii) in a
widespread public distribution; (iii) in which no transferee (or group of
associated transferees) would acquire 2% or more of any class of voting
securities of the Company; or (iv) involving a single transfer in which the
transferee would control more than 50% of every class of voting securities of
the Company without regard to any transfer from the person.

The Non-Voting Shares will be included in ICG’s share count for all
per-share metrics reported under ICG’s Alternative Performance Measures.

The Company is subject to the provisions of the City Code on Takeovers and
Mergers (the “Code”). Under Rule 9 of the Code, any person who acquires an
interest in shares which, taken together with shares in which that person or
any person acting in concert with that person is interested, carry 30% or more
of the voting rights of a company which is subject to the Code is normally
required to make an offer to all the remaining shareholders to acquire their
shares. Similarly, when any person, together with persons acting in concert
with that person, is interested in shares which in the aggregate carry not
less than 30% of the voting rights of such a company but does not hold shares
carrying more than 50% of the voting rights of the company, an offer will
normally be required if such person or any person acting in concert with that
person acquires a further interest in shares which increases the percentage of
shares carrying voting rights in which that person is interested.

The Non-Voting Shares will not constitute shares carrying voting rights in the
Company. Therefore, the Panel on Takeovers and Mergers (the “Panel”) will
not take any interests in Non-Voting Shares into account when assessing
whether a person interested in the Non-Voting Shares, or any other person, has
become subject to an obligation to make an offer pursuant to Rule 9 of the
Code. However, for the avoidance of doubt, any Ordinary Shares that result
from the conversion of Non-Voting Shares will be treated as shares carrying
voting rights in the Company by the Panel in the same manner as any other
Ordinary Shares.

Further, the Non-Voting Shares will not constitute shares carrying voting
rights for the purposes of DTR 5 of the FCA’s Disclosure Guidance and
Transparency Rules (the “DTRs”). ICG will continue to publish the total
voting rights outstanding in accordance with the DTRs and the figure published
by ICG (which, for the avoidance of doubt, shall exclude the Non-Voting
Shares), may be used by ICG’s shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, ICG under the DTRs.

Both parties intend that the Non-Voting Shares will not be treated as a
separate class of shares for the purpose of any Scheme of Arrangement.

Governance

Under the terms of the Relationship Agreement, Amundi has the right to
nominate a non-executive director for appointment to the Board once it has
completed the acquisition of the Initial Ordinary Shares and certain other
regulatory conditions are met. It is also agreed that the Amundi nominee
director shall be a member of ICG’s Nomination and Governance Committee for
the time they are a director. This Board nomination right will fall away i)
upon the termination of the MCA; ii) if Amundi has not acquired the 9.9%
economic interest in ICG by 30 June 2027, subject to certain exceptions; or
iii) if Amundi disposes of any Ordinary Shares or Non-Voting Shares other than
as permitted by the Relationship Agreement.

Amundi may acquire further shares in the capital of ICG provided that the
aggregate shareholding of Amundi and its associates shall at no time exceed
14.9% of the issued share capital of ICG, subject to certain exceptions. Any
acquisition of further Ordinary Shares will, subject to certain conditions, be
subject to the Ordinary Share Ownership Limit referred to above.

Amundi has also agreed to certain contractual restrictions and undertakings
under the Relationship Agreement, including a lock-up of its shareholdings in
Ordinary Shares and Non-Voting Shares for a rolling 2-year period from the
time of its latest acquisition of Initial Ordinary Shares or Non-Voting
Shares, subject to customary exceptions.

Amundi will have customary information rights in connection with its
shareholding in ICG.

The Relationship Agreement will terminate upon the Ordinary Shares no longer
being listed on the Official List or being admitted to trading on AIM, or upon
the Master Commercial Agreement being terminated.

Number of ICG Ordinary shares outstanding

Further to the exercise of share options on 6 November 2025 and 13 November
2025, the Company issued 2,303 shares, which is covered by the block listing
announced on 30 June 2025. In accordance with the FCA's Disclosure Guidance
and Transparency Rule 5.6.1R, the Company announces as follows.

At the close of business on 17 November 2025, the Company had 294,374,624
Ordinary shares in issue, of which 3,733,333 were held in Treasury. Therefore,
the total number of voting rights in the Company is 290,641,291.

The above figure 290,641,291 may be used by Shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.

About ICG

ICG (LSE: ICG) is a global alternative asset manager with $124bn(3) in AUM
and more than three decades of experience generating attractive returns. We
operate from over 20 locations globally and invest our clients’ capital
across Structured Capital; Private Equity Secondaries; Private Debt; Credit;
and Real Assets.

Our exceptional people originate differentiated opportunities, invest
responsibly, and deliver long-term value. We partner with management teams,
founders, and business owners in a creative and solutions-focused approach,
supporting them with our expertise and flexible capital. For more information
visit our website
(https://www.globenewswire.com/Tracker?data=afIeAIpfdmtAoC6Y2CgEjnbnUG1bH-SE2y_wOD15J6-moOHtfewpgssD_qyjBsEHpgULuiso-Y5VnG1m4nEIwQ==)
and follow us on LinkedIn
(https://www.globenewswire.com/Tracker?data=95TeBZMbW-1wmE31E6mxVGomcqMgNV3Z_ltmn4f149Kck38jA7xPjGHs2PMegDio7NZ_Xp-wFfwc52x5N5Jn2yExFnC30VYBUrhFBOdmgGk=).

About Amundi

Amundi, the leading European asset manager, ranking among the top 10 global
players(4), offers its 200 million clients - retail, institutional and
corporate - a complete range of savings and investment solutions in active and
passive management, in traditional or real assets. This offering is enhanced
with IT tools and services to cover the entire savings value chain. A
subsidiary of the Crédit Agricole group and listed on the stock exchange,
Amundi currently manages more than €2.3 trillion of assets(5).

With its six international investment hubs , financial and extra-financial
research capabilities and long-standing commitment to responsible investment,
Amundi is a key player in the asset management landscape.

Amundi clients benefit from the expertise and advice of 5,600 employees in 35
countries.

Amundi, a trusted partner, working every day in the interest of its clients
and society

www.amundi.com

Fenchurch Advisory Partners LLP (‘Fenchurch’), which is authorised and
regulated by the FCA, is acting exclusively for ICG and will not be
responsible to anyone other than ICG for providing the protections afforded
to clients of Fenchurch nor for providing advice in relation to any matters
referred to in this announcement.

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 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 Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG’s authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request.

Deutsche Bank AG, acting through its London branch (which is trading for these
purposes as Deutsche Numis) (“Deutsche Numis”) is acting exclusively for
ICG and no other person in connection with the matters referred to in this
announcement and will not be responsible to any person other than ICG for
providing the protections offered to clients of Deutsche Numis nor for
providing advice in relation to any matter referred to in this announcement.
Neither Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this announcement, any statement contained
herein or otherwise.

PJT Partners (France) SAS (“PJT Partners”) is acting exclusively as lead
financial adviser to Amundi and no-one else and will not be responsible to
anyone other than Amundi for providing the protections afforded to clients of
PJT Partners nor for providing advice in relation to any matters referred to
in this announcement. Neither PJT Partners nor any of its subsidiaries,
branches or affiliates nor any of their respective directors, officers,
employees, agents or representatives owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of PJT
Partners in connection with this announcement, any statement contained herein
or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised
by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the UK is acting as
financial adviser exclusively for Amundi and no one else in connection with
the matters set out in this announcement. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection with the
contents of this announcement or any other matter referred to herein.

The person responsible for making this announcement on behalf of the Company
is Andrew Lewis.

(1) Subject to conditions, including regulatory approvals 
(2) Excluding the United States, Australia and New Zealand
(3) At 30 September 2025
(4) Source: IPE “Top 500 Asset Managers” published in June 2025, based on
assets under management as at 31/12/2024
(5) Amundi data as at 30 September 2025