REG - Princes Group PLC - Announcement of Price Range

Peel HuntAnnouncement

22/10/2025 08:15

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RNS Number : 3018E  Princes Group PLC  22 October 2025

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

 

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA") and is not a
prospectus nor an offer of securities for sale in any jurisdiction, including
in or into the United States, Canada, Japan or Australia.

Neither this announcement, nor anything contained 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 except solely on the basis of the information
contained in a prospectus in its final form (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk factors set out
therein, that is expected to be published later today by Princes Group plc
(the "Company") together with its subsidiaries and subsidiary undertakings,
the "Group", in connection with the possible offer of ordinary shares (the
"Ordinary Share(s)") in the Company (the "Offer") and the proposed admission
to listing of such Ordinary Shares to the equity shares (commercial companies)
segment of the Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange plc (the "LSE") (together
"Admission", and Admission together with the Offer, the "IPO"). A copy of the
Prospectus, once published by the Company will be available for inspection on
the Company's website at https://www.princesgroupinvestors.com/ipo
(https://www.princesgroupinvestors.com/ipo) , subject to certain access
restrictions.

22 October 2025

 Princes Group plc

 

Announcement of Price Range

 

Following the announcement on 10 October 2025 confirming its intention to
proceed with an initial public offering, Princes Group plc (the "Company")
today announces the price range for its planned IPO and the intention to
publish its Prospectus, which is expected to take place today.

Confirmation of the Offer Details

·      The price range for the Offer has been set at 475p to 590p per
Ordinary Share, implying an estimated market capitalisation at Admission of
between approximately £1,162 million and £1,243 million (assuming completion
of all reorganisation steps being undertaken in connection with Admission,
including the capitalisation of outstanding shareholder loans, and no exercise
of the Over-allotment Option);

·      The Offer comprises up to 84,210,526 new Ordinary Shares to raise
primary capital of up to £400 million to support the Company with further
inorganic growth via acquisitions. In addition, up to a maximum of 12,631,578
new Ordinary Shares may be sold pursuant to an Over-allotment Option to raise
capital of up to £60 million;

·      The Company will apply for admission to listing on the equity
shares (commercial companies) ("ESCC") category of the official list of the
FCA and to trading on the Main Market of London Stock Exchange plc (the "LSE")
("Admission");

·      The Offer will be a targeted offering to certain institutional
investors in the United Kingdom and elsewhere outside the United States in
reliance on Regulation S, as well as to 'qualified institutional buyers'
("QIBs") in the United States pursuant to Rule 144A under the United States
Securities Act of 1933 (the "US Securities Act");

·      The Offer will also be made to retail investors resident in the
United Kingdom only (in reliance on Regulation S under the Securities Act)
through Retail Book Limited's ("RetailBook") partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation in the Offer (the "Retail Offer"). The Retail Offer is expected
to open following publication of the Prospectus and have a minimum application
size of £250. The latest time and date for receipt of applications for the
Retail Offer is 4:30pm on 30 October 2025;

·      NewPrinces S.p.A., the Company's major shareholder (the "Major
Shareholder") - which strongly believes in the long-term strategy of the Group
- has indicated its intention to apply to subscribe for up to £200 million of
Ordinary Shares in the Offer, to be scaled through the price range, at the
final offer price. No legally binding commitment has been entered into between
the Major Shareholder and the Company. Information relating to the Major
Shareholder's actual participation in the Offer and its holding of Ordinary
Shares following Admission will be set out in the pricing statement;

·      Each of the non-executive directors has agreed to subscribe for
new Ordinary Shares outside of the Offer (subject to and conditional upon
Admission) and each has entered into subscription letters with the Company in
relation to such subscription;

·      It is expected that conditional trading will commence by the end
of October and that Admission will become effective and that unconditional
dealings in the Ordinary Shares will commence at 8:00 a.m. (UK time) on 05
November 2025;

 

·      Immediately following Admission, the Company expects it would
have a free float that would make it eligible for inclusion in the FTSE UK
indices;

 

·      In connection with the Offer, each of the Company, its directors
and the Major Shareholder shareholders have entered into customary lock-up
arrangements in respect of the Ordinary Shares. These lock-up periods are as
follows:

o  The Company: 180 days following Admission

o  Major Shareholder and Angelo Mastrolia (as ultimate beneficial owner): 180
days following Admission

o  Directors (other than Angelo Mastrolia): 360 days following Admission

 

·      Any additional details in relation to the Offer will be disclosed
in a Prospectus, which is expected to be published later today.

The Company has engaged BNP Paribas, London Branch ("BNP Paribas") as Sponsor
and BNP PARIBAS ("BNPP"), Coöperatieve Rabobank U.A. ("Rabobank"), Peel Hunt
LLP ("Peel Hunt") and UniCredit Bank GmbH, Milan Branch ("UniCredit") as joint
global co-ordinators and joint bookrunners and Société Générale as joint
bookrunner in connection with the Offer.

For more information, please contact:

 Barabino and Partners (Public Relations adviser to Princes Group plc)           princes@barabino.co.uk
 Georgia Colkin                                                                  T: +44 (0) 7542846844
 Caroline Merrell                                                                T +44 (0) 7837176599

 Joint Global Co-ordinators and Joint Bookrunners
 BNP Paribas (Sole Sponsor)                                                      T: +44 (0) 2075959444
 Sam McLennan / Tom Snowball / Gaurav Gooptu / Carwyn Evans /
 Lauren Davies
 Peel Hunt                                                                       T: +44 (0) 2074188900
 James Thomlinson / Brian Hanratty / Sohail Akbar / Andrew Clark
 Rabobank                                                                        T:  +31 657950892
 Willem Kroner / Christian Graven / Mathijs van der Meer
 UniCredit                                                                         T: +39 0200705926
 Silvia Viviano / Veronica Bosco / Ronan Mc Cullough                               T: +39 3346742601
 Joint Bookrunner
 Société Générale                                                                T: +39 028549318
 Diego Collaro / Jose Antonio Gagliardi                                          T: +33 142135624

 

IMPORTANT LEGAL INFORMATION

This is a financial promotion and is not intended to be investment advice. The
contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Peel Hunt LLP solely for
the purposes of section 21(2)(b) of the Financial Services and Markets Act
2000 (as amended).

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. 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 publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada or Japan. This announcement does not constitute or form part
of any offer to sell or issue, or any invitation or solicitation of an offer
to buy, Ordinary Shares to any person in any jurisdiction to whom or in which
such offer or solicitation is unlawful, including the United States,
Australia, Canada or Japan. The Ordinary Shares have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). The Ordinary Shares may not be offered or sold in the
United States, except to qualified institutional buyers ("QIBs") as defined
in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or
pursuant to another exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. There will be no public
offer of securities in the United States.

In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals"
specified in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall
within Article 49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time be,
satisfied); and (B) are "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom
it may otherwise lawfully be communicated (all such persons being "relevant
persons").

In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129
("Qualified Investors").

This announcement must not be acted on 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 or investment
activity to which this announcement relates is available only to (i) in the
United Kingdom, relevant persons, and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons.

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", "anticipates", "expects",
"intends", "may", "will" or "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. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect the Group's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the Group's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's or the Group's
actual results, performance or achievements might be materially different from
the expected results, performance or achievements expressed or implied by such
forward-looking statements. BNP PARIBAS, Coöperatieve Rabobank U.A., Peel
Hunt LLP, Société Générale, UnitCredit Bank AG, the Company or any member
of the Group, or any of such person's affiliates or their respective
directors, officers, employees, agents or advisers expressly disclaim any
obligation or undertaking to update, review or revise any such forward-looking
statement or any other information contained in this announcement, whether as
a result of new information, future developments or otherwise, except to the
extent required by applicable law.

Any subscription or purchase of Ordinary Shares in the Offer should be made
solely on the basis of information contained in the Prospectus which is
expected to be published by the Company later today in connection with the
Offer. The information in this announcement is subject to change. Before
subscribing for or purchasing any Ordinary Shares, persons viewing this
announcement should ensure that they fully understand and accept the risks
which will be set out in the Prospectus, when published. No reliance may be
placed for any purpose on the information contained in this announcement or
its accuracy or completeness. This announcement does not 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 Ordinary 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 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 offer. The
value of Shares can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of the Offer for the
person concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, accounting or legal advice; (ii) a representation that any investment or
strategy is suitable or appropriate to your individual circumstances; or (iii)
a personal recommendation to you.

None of the Underwriters or any of their respective affiliates or any of their
or their affiliates' directors, officers, employees, advisers 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) 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 the
announcement or its contents or otherwise arising in connection therewith.

BNP PARIBAS is authorised and regulated by the European Central Bank and the
Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised
in the United Kingdom by the Prudential Regulation Authority and is subject to
regulation by the FCA and limited regulation in the United Kingdom by the
Prudential Regulation Authority. Details about the extent of BNP PARIBAS'
regulation by the Prudential Regulation Authority are available from BNP
PARIBAS on request. Coöperatieve Rabobank U.A., is authorised by the Dutch
Central Bank (De Nederlandsche Bank), the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) and subject to
regulation by the European Central Bank. Peel Hunt LLP is authorised and
regulated in the United Kingdom by the FCA. Société Générale is a
société anonyme, with its registered office at 29 boulevard Haussmann, 75009
Paris, France and with a share capital of EUR 1,000,395,971.25, registered at
the Paris Trade register under number 552 120 222. Société Générale is a
French credit institution (bank) authorised and supervised by the European
Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution
(the French Prudential Control and Resolution Authority) (ACPR) and regulated
by the Autorité des Marchés Financiers (the French financial markets
regulator) (AMF). Details about the extent of Société Générale's
authorisation, supervision and regulation are available on request. UniCredit
Bank AG is a universal bank with its registered office and principal place of
business in Arabellastrasse 12, Munich, Germany. It is entered under HRB 42148
in the B section of the Commercial Register Maintained by Munich Local Court.
UniCredit Bank AG is an affiliate of UniCredit S.p.A., Milan, Italy (ultimate
parent company). UniCredit Bank AG is subject to regulation by the European
Central Bank and Federal Financial Supervisory Authority (BaFin). UniCredit
Bank AG, Milan Branch is regulated by Banca d'Italia, the Commissione
Nazionale per le Società e la Borsa (CONSOB) and the Federal Financial
Supervisory Authority (BaFin). Details about the extent of UniCredit Bank AG's
regulation are available on request.

In connection with the Offer, any of BNP PARIBAS, Coöperatieve Rabobank U.A.,
Peel Hunt LLP, Société Générale, UnitCredit Bank AG (together, the
"Underwriters" and each an "Underwriter", and together with BNP Paribas,
London Branch, the "Banks" and each a "Bank") and any of their affiliates,
acting as investors for their own accounts, may take up a portion of the
Ordinary Shares in the Offer as a principal position, and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for its own accounts
in such Ordinary Shares and other securities of the Company or related
investments and other securities of the Company or related investments in
connection with the Offer or otherwise. Accordingly, references in the
Prospectus, once published, to the Ordinary Shares being issued, offered,
subscribed for, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, placing of or
dealing by, any Bank and any of its affiliates acting as an investor for its
own accounts. In addition, certain of the Bank or their affiliates may enter
into financing arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which the Bank (or any of their
affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.
Neither the Bank nor any of their affiliates intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so. Each Bank is acting exclusively for
the Company and no one else in connection with the Offer and will not regard
any other person (whether or not a recipient of this announcement) as a client
in relation to the 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 Offer or any transaction or arrangement
referred to in this announcement.

In connection with the Offer, Peel Hunt LLP, as stabilising manager (the
"Stabilising Manager"), or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law and for
stabilisation purposes, over allot Ordinary Shares up to a total of 15 per
cent of the total number of Ordinary Shares included in the Offer or effect
other transactions with a view to supporting the market price of the Ordinary
Shares or any options, warrants or rights with respect thereto, or other
interest in the Ordinary Shares or other securities of the Company, in each
case at a higher level than that which might otherwise prevail in the open
market. The Stabilising Manager is not required to enter into such
transactions and such transactions may be effected on any securities market,
over the counter market, stock exchange or otherwise and may be undertaken at
any time during the period commencing on the date of the conditional dealings
in the Ordinary Shares on the LSE and ending no later than 30 calendar days
thereafter. Stabilisation transactions aim at supporting the market price of
the securities during the stabilisation period. Such stabilisation, if
commenced, may be discontinued at any time without prior notice. If such
stabilisation occurs, it will be undertaken at the LSE. However, there will be
no obligation on the Stabilising Manager or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. In no event will measures be taken to
stabilise the market price of the Ordinary Shares above the Offer Price.
Except as required by law or regulation, neither the Stabilising Manager nor
any of its agents intends to disclose the extent of any over allotments made
and/or stabilisation transactions conducted in relation to the Offer.

For the purposes of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotment and/or from sales of Ordinary Shares
effected by it during the stabilisation period, the Stabilising Manager will
be granted an over-allotment option (the "Over-allotment Option") by the
Company, pursuant to which it may subscribe, or procure subscribers for,
additional Ordinary Shares representing up to 15 per cent. of the total number
of Ordinary Shares included in the Offer at the Offer Price (the
"Over-allotment Shares"). The Over-allotment Option will be exercisable in
whole or in part upon notice by the Stabilising Manager at any time on or
before the 30th calendar day after the commencement of conditional dealings in
the Ordinary Shares on the LSE. Any Over-allotment Shares made available
pursuant to the Over-allotment Option will be made available on the same terms
and conditions as Ordinary Shares being offered or sold pursuant to the Offer,
will rank pari passu in all respects with all other Ordinary Shares (including
with respect to pre-emption rights) and will form a single class with all
other Ordinary Shares for all purposes, including with respect to voting and
for all dividends and distributions thereafter declared, made or paid on the
ordinary share capital of the Company.

For the avoidance of doubt, the contents of the Group's website or any
website, including the websites of the Group's business units, directly or
indirectly linked to the Group's website, are not incorporated by reference
into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (c) local implementing  measures (the
"EEA Product Governance Requirements") and (d) Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements" and together with the EEA Product Governance
Requirements, the "Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Ordinary Shares have been subject to
a product approval process, which has determined that such Ordinary Shares
are: (i) compatible with an end target market of retail clients and investors
who meet the criteria of professional clients and eligible counterparties,
each as defined in MiFID II or Chapter 3 of the FCA Handbook Conduct of
Business Sourcebook ("COBS"), as applicable; and (ii) eligible for
distribution through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors (for
the purposes of the Product Governance Requirements) should note that: the
price of the Ordinary Shares may decline and investors could lose all or part
of their investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation to the
Offer. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet the criteria
of professional clients and eligible counterparties. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II or Chapters 9A or
10A respectively of COBS; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

ENDS

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