REG - Princes Group PLC - Confirmation of Intention to Float

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RNS Number : 8217C  Princes Group PLC  10 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 may be published by Princes Group plc (the "Company"), together
with its subsidiaries and subsidiary undertakings, the "Group", in due course
in connection with a possible offer of ordinary shares in the Company (the
"Ordinary Shares") and the possible admission to listing of such 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") (the "Offer").  A copy of any Prospectus will, if
published, be available for inspection on the Group's website
at https://www.princesgroupinvestors.com/ipo, subject to certain access
restrictions.

10 October 2025

 Princes Group plc

 

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

 

Following the announcement on 3 October 2025 of its expected intention to
float, the Company today confirms its intention to proceed with an initial
public offering and certain details of the Offer.

The Company intends to apply for admission of its Ordinary Shares to 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
"London Stock Exchange") ("Admission").

Confirmation of the Offer Details

·      The Offer would be comprised of new ordinary shares to be issued
by the Company to raise net proceeds that support the Group in further
inorganic growth via acquisitions;

·      The final offer price in respect of the Offer (the "Offer Price")
will be determined following a bookbuilding process. It is currently expected
that trading will commence by the end of October;

·      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, 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") and 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 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 existing shareholders are expected to agree to customary lock-up
arrangements restricting the disposal of shares for a period of time following
Admission; and

 

·      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 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 the event that the Offer proceeds.

For more information, please contact:

 Barabino and Partners (Public Relations adviser to Princes Group)               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 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, 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 Shares have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "Securities Act").
The 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 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. 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 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. The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the suitability of a
possible 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. Certain data in this announcement,
including financial, statistical, and operating information has been rounded.
As a result of the rounding, the totals of data presented in this announcement
may vary slightly from the actual arithmetic totals of such data. Percentages
in tables may have been rounded and accordingly may not add up to 100%.

In connection with the possible 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 Shares in the possible 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 Shares and other securities of the Company or related
investments and other securities of the Company or related investments in
connection with the possible Offer or otherwise. Accordingly, references in
the Prospectus, once published, to the 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 Banks (or any of
their affiliates) may from time to time acquire, hold or dispose of 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.

In connection with the possible 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 Shares up to a total of 10 per cent of the
total number of Shares included in the possible Offer or effect other
transactions with a view to supporting the market price of the Shares or any
options, warrants or rights with respect thereto, or other interest in the
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 Shares on the London Stock
Exchange 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 London Stock Exchange. 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 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 possible Offer.

For the purposes of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotment and/or from sales of 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 Shares
representing up to 10 per cent. of the total number of Shares included in the
possible 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 Shares on the London Stock
Exchange. Any Overallotment Shares made available pursuant to the
Over-allotment Option will be made available on the same terms and conditions
as Shares being offered or sold pursuant to the possible Offer, will rank pari
passu in all respects with all other Shares (including with respect to
pre-emption rights) and will form a single class with all other 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 Shares have been subject to a product
approval process, which has determined that such 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
Shares may decline and investors could lose all or part of their investment;
the Shares offer no guaranteed income and no capital protection; and an
investment in the 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 possible 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 Shares.

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

 

 

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