REG - Princes Group PLC - Approval and Publication of Prospectus

Peel HuntAnnouncement

22/10/2025 12:00

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RNS Number : 4090E  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 the prospectus (together with any supplementary prospectus, if
relevant, the "Prospectus"), including the risk factors set out therein, that
has today been published by Princes Group plc (the "Company") together with
its subsidiaries and subsidiary undertakings, the "Group", in connection with
the proposed offer of ordinary shares (the "Ordinary Shares") in the Company
(the "Offer") and the proposed admission to listing of such Ordinary Shares to
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").

22 October 2025

 Princes Group plc

 

Approval and Publication of Price Range Prospectus

 

Following the announcement made earlier today regarding the price range in
connection with its initial public offering, the Company confirms that the
Prospectus has been approved by the FCA and has been published by the Company
today.

Details of the Offer are set out in the Prospectus, which will shortly be
available on the Company's website https://www.princesgroupinvestors.com/ipo,
subject to certain access restrictions.

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

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

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 IPO should be made
solely on the basis of information contained in the Prospectus that has today
been published by the Company in connection with the IPO. 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 are set out in the Prospectus. 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 IPO and there is therefore no
guarantee 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 an offer. The value of shares can decrease as well
as increase. Potential investors should consult a professional advisor as to
the suitability of a 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 Banks (as defined below) 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 IPO, 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 IPO 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 IPO or otherwise. Accordingly, references in the
Prospectus, 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 Banks 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
Banks 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 IPO, 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 IPO 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 IPO.

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 IPO 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 IPO,
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 IPO.
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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