REG - Princes Group PLC - Expected Intention to Float
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RNS Number : 9814B Princes Group PLC 03 October 2025
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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 ("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, nor anything
contained in the Registration Document (as defined 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 or the Registration Document
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 and, following completion of the steps set out
below(1), "Princes Group" or the "Group", in due course in connection with a
possible offer of ordinary shares in the Company (the "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.
3 October 2025
Princes Group plc
Announcement of Intention to Publish a Registration Document and Expected
Intention to Float on the Main Market of the London Stock Exchange
Princes Group, a leading international platform in the United Kingdom and
European food and beverage sector, announces that it is considering an initial
public offering (the "IPO" or the "Offer") and that it intends to publish
today a registration document (the "Registration Document"). The Company is
considering applying 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").
Princes Group Highlights:
· Princes Group is a leading international platform in the United
Kingdom and European food and beverage sector that generated £2.1 billion
pro-forma revenue in the year to 31 December 2024. Princes Group has leading
positions in both branded and customer own brand products across its five
business units: Foods; Fish; Italian; Oils; and Drinks.
· The Group's branded product portfolio includes leading,
recognised brands such as 'Princes', 'Napolina', 'Branston'(2),
'Batchelors'(2), 'Flora'(2), 'Crisp 'N Dry', 'Delverde', 'Naked Noodle' and
'Vier Diamanten'.
· Princes Group combines industrial expertise with long-standing
supply partnerships and leadership in both own-label and branded segments to
be a trusted partner of choice for a diverse range of blue-chip customers. The
Group exports its products to more than 60 countries and has more than 8,000
customers globally across large food retailers, B2B partners and the
foodservice industry.
· Princes Group's integrated model supports customers across
multiple categories through reliable delivery, quality assurance, and ongoing
product development. This foundation enables expansion into new categories and
geographies, supports leading market positions, and maintains long-term
customer relationships.
· Headquartered in Liverpool, UK, Princes Group operates 23
production facilities across the United Kingdom, continental Europe and
Mauritius. Significant capital expenditure has been invested into the Group's
production facilities, which has resulted in several of the Group's facilities
having significant spare capacity for growth without requiring further capital
investment. The Group has a further 21 warehouses and distribution centres and
three offices across the United Kingdom, Poland and the Netherlands, with
approximately 7,800 employees(3).
· Princes Group has grown historically through strategic
investments and inorganic acquisitions, and was in July 2024 acquired by
NewPrinces S.p.A. (previously Newlat Food S.p.A., listed on the Euronext STAR
segment of the Milan Stock Exchange since 2019), Princes Group's major
shareholder (the "Major Shareholder"), a company which itself has a
significant track record in acquiring companies and business divisions that
operate in the food and beverage industry. The Group's strategy includes
considering further acquisitions where targets meet its acquisition criteria.
· The Group achieved pro forma revenues of £2.1 billion in the 12
months to 31 December 2024, generating pro forma adjusted EBITDA of £122.3
million at a margin of 6.0%. As a result of cost, commercial and operational
synergies since its acquisition by the Major Shareholder, the Group has
delivered pro forma adjusted EBITDA of £71.0 million at a margin of 7.4% in
the 6 months to 30 June 2025, on pro forma revenues of £964.2 million.
(1) The Company has conditionally agreed to acquire, from the Major
Shareholder, all of the equity interests in Symington's Limited
("Symington's), Newlat GmbH ("Newlat Deutschland") and Princes France S.A.S.
("Princes France"), in connection with and prior to any Admission. The
Company, its existing subsidiaries (namely, Princes Italia S.p.A., Princes
Tuna Mauritius, Edible Oils Limited, Princes Foods BV), Symington's, Newlat
Deutschland and Princes France are referred to in this announcement as
"Princes Group" or the "Group"
(2) Licensed brands
(3) Including 164 employees from Newlat Deutschland), 89 employees from
Princes France and 549 employees from Symington's, which are currently sister
companies of the Company)
Simon Harrison, CEO of Princes Group, said:
"At Princes Group we combine a rich heritage dating back nearly 150 years with
a dynamic entrepreneurial mindset to bring great-tasting products at great
value to consumers in the UK, Europe and beyond. Our head office, located in
Liverpool's landmark Royal Liver Building, which we recently acquired, further
symbolises not only our proud tradition but also our commitment to strategic
expansion, innovation and a bold vision for the future.
Our position as a category champion is grounded in well-invested
manufacturing, deep and long-standing relationships throughout our supply
chain, and a highly skilled and motivated workforce. These strengths have
established Princes as a trusted partner to our customers, driving sustained,
profitable growth and a first choice for consumers.
Whilst we are renowned for our iconic Princes tuna, through a combination of
organic growth and focused M&A, we have built an international £2 billion
food and drink portfolio, leading across five complementary categories, food,
fish, Italian, oils and drinks, with operations spanning seven countries.
Our portfolio includes some of the UK's most loved and enduring brands such as
Princes, Napolina, Branston, Batchelors and Crisp'N'Dry, alongside a strong
presence in customer own brand that sets us apart in the market. Today, we are
the largest supplier of edible oils in the UK, sell nearly a billion cans of
food a year and have built the challenger brand in baked beans under the
Branston brand. Supported by thousands of global customers, including major UK
and EU retailers, and longstanding partnerships, Princes Group continues to
strengthen its leadership in the food and drinks sector.
A listing on the London Stock Exchange is a natural next step in our journey.
Beyond providing access to capital to execute our M&A ambitions, it will
provide a platform to accelerate growth by expanding our product portfolio and
expertise, extending our international reach, and attracting top talent as we
continue building for the future.
As we enter this next chapter, I am excited to scale Princes Group into one of
Europe's most trusted and innovative food and drinks business."
Angelo Mastrolia, Executive Chair of Princes Group, said:
"Our decision to pursue a listing in London marks a pivotal moment in the
history of Princes Group. The UK is our largest market and the home of an
experienced leadership team: this decision reflects our long-term confidence
in the business, the strength of our management, and the scale of the
opportunity ahead of us.
As we did with the successful listing of Newlat Food in 2019, we are not
selling any shares. Instead, we are raising new capital to accelerate our
growth strategy and support the transformation of Princes into a truly
diversified and multinational food & beverage group.
Over the past year, we have demonstrated our ability to integrate and optimise
at speed, already making strong progress towards the synergies we identified
at the time of the acquisition. We see significant further upside from
operational efficiencies, procurement optimisation and an integrated
commercial platform.
We are actively pursuing a pipeline of tangible M&A opportunities that
will unlock new geographies, categories and capabilities.
We believe Princes is exceptionally well-positioned to deliver sustained
organic growth and long-term value creation for shareholders and we are ready
to propel Princes Group into its next stages of growth."
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
Potential Offer Highlights:
Should Princes Group proceed with an IPO, the current expectation is that:
· The Company's shares would be admitted to the ESCC category of
the Official List of the FCA and to trading on the Main Market of the London
Stock Exchange;
· Any Offer would be comprised of new ordinary shares to be issued
by the Company to raise net proceeds that support the Group in adding further
inorganic growth via further acquisitions;
· Any 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 QIBs in the United States pursuant to
Rule 144A under the United States Securities Act of 1933 (the "Securities
Act") and an offering to retail investors through RetailBook in the United
Kingdom;
· Immediately following Admission, the Company expects it would
have a free float that would make it eligible for inclusion in the FTSE UK
indices; and
· Any additional details in relation to any Offer, together with
any changes to corporate governance arrangements, would be disclosed in an
Intention to Float ("ITF") announcement and/or the 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.
The Company intends to publish a registration document (the "Registration
Document"), a copy of which will be uploaded 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) once approved by
the FCA. A copy of the Registration Document will also be available online
at https://www.princesgroupinvestors.com/ipo, subject to certain access
restrictions.
Access to supplemental information for bona-fide, unconnected research
analysts: Information in relation to Princes Group will be made available via
a link to unconnected research analysts today. Please contact Benedetta
Mastrolia, IR Director (investors@princesgroup.com) if you are a research
analyst and would like to receive access to the information.
More information on how to participate in the Retail Offer (including a list
of RetailBook's distribution partners) as well as how to sign up for deal
notifications will shortly be available here:
https://www.retailbook.com/EITF/princes-group-plc
Princes Group: Investment Highlights
The Company's board of directors (the "Directors") believe the Group benefits
from a number of strong and distinct structural advantages which are described
below.
Well-invested production infrastructure with deep industrial know-how
· Significant capital expenditure has been invested into the
Group's production facilities between fiscal year 2019 and the financial
period ended 31 December 2024, with approximately £394 million being spent to
modernise the facilities and maximise efficient production.
· This programme of modernisation and drive for efficiency has
resulted in several of the Group's facilities having significant capacity for
growth without requiring further capital investment with management estimating
that current average utilisation rate across the production facilities at
approximately 70%. Nonetheless, the Group will continue to invest in its
facilities to drive performance across the product portfolio, with annual
capital expenditure of approximately £30 to £35 million per annum being
targeted in the medium-term.
· The Group's management have on average 20 years of experience
working in the food and beverage industry. The Group has utilised this
experience to build a standard set of operating systems which are being
applied across all of the Group's facilities, to ensure all facilities follow
the same ways of working and routines and actions. In addition, the Group's
long-standing relationships with national and international logistics
providers for its warehousing and distribution operations give the Group
access to qualified specialists and their insights into the industry and
upcoming trends.
Strong and long-standing supply partnerships
· The Group has strong and long-standing supply partnerships, with
a supply network that stretches to more than 3,000 direct suppliers spanning
more than 50 countries. The Group prides itself on maintaining long-term
relationships with its suppliers, with over 30 of the Group's top suppliers
(accounting for more than half of the Group's total spend in the financial
period ended 31 December 2024) having supplied products to the Group for more
than 20 years.
· The Directors believe that the breadth and the long-term nature
of the Group's supplier network have helped the Group to build a brand of
reliability, enabling customers to manage volatility in the supply chain, and
offer innovative and value-enhancing initiatives to its customers. The Group
achieved service levels (available at the point of order) of 97% in 2023 and
98% in 2024, alongside meeting sustainable sourcing credentials including RSPO
certified palm oil and Marine Stewardship Council (MSC) certified wild caught
seafood.
· The Group's procurement team contains experts in key commodity
areas across ingredients, packaging and indirect spend categories such as
freight and energy. The Group is able to offer direct access to key customers
to its procurement team, which supports the customer in a number of areas,
from market conditions and pricing through to supply chain risks and
regulatory changes. The Directors believe this access generates substantial
customer loyalty to the Group and is a competitive advantage compared to the
Group's main competitors.
'Category Captain' with a highly diversified and balanced product portfolio
with market leading positions in both customer own brand and branded segments
· The Group has developed a highly diversified product portfolio,
which is spread across five business units, Foods, Fish, Italian, Oils and
Drinks. The business units are balanced in terms of revenue generation, with
no one business unit making up more than 33% of pro forma revenue for the 12
months ended 31 December 2024. Each business unit operates in both the
customer own brand and branded segment and the Group has market leading
positions in the UK across numerous categories within these business units,
including 89% customer own brand volume share in canned ready meals and 85% in
peas for the 52 weeks ended September 2024.
· The Group is well-positioned to capitalise on this expansion and
support retailers' efforts in growing their own brands given its extensive and
high-quality product portfolio (with over 2,000 active SKUs as at the date of
this announcement), proven innovation capabilities, strong service levels and
competitive, but not low, pricing model.
· The Group also has its own strong brands, including 'Napolina',
'Princes' and 'Crisp 'N Dry', which are complementary to the customer own
brand product portfolio. In the twelve months ended 31 December 2024, the
Group generated 29% of pro forma revenue from branded products, and 71% from
customer own brand products (in the six months ended 30 June 2025 32% and 68%
of pro forma revenue was generated from branded and customer own brand
products, respectively). The strength in the Group's brands means the Group
has leading positions in the UK market and other European countries in branded
products across a range of product categories.
Long-term, trusted partner of choice for a diverse range of blue-chip
customers enabled by a one stop-shop proposition allowing for cross-selling
opportunities
· The Group has a diversified customer base, many of whom the Group
has a long-standing relationship with. As of 31 December 2024, the top-20
customers of the Group had an average relationship with the Group of nearly 10
years. As of the date of this announcement the Group has more than 8,000
customers, who are served through three sales channels (large food retailers,
B2B partners, and Foodservice and normal trade customers). Major customers
include Tesco, Aldi, Sainsbury's, Asda, Morrisons, Marks & Spencer, Lidl,
Youngs, Brakes, Bidfood, Nichols, Capri-Sun and Cawston Press.
· The Group's diversified portfolio includes certain product
categories, such as soups, that perform stronger during winter periods, and
others, such as chilled drinks, that see higher demand during summer periods,
enabling the Group to maintain consistent performance throughout the year and
minimising seasonal volatility of the business.
· This integrated approach has served the Group well, with more
than half of the Group's top-20 customers buying both customer own brand and
branded products in the financial period ended 31 December 2024. In doing so,
the Group has demonstrated its ability to unlock "white space" by
cross-selling its products to key customers across its business units, and
across customer own brand and branded products.
Attractive financial profile
· The Directors believe the Group has an attractive and resilient
financial profile, supported by a diversified revenue base and disciplined
capital management. The Group's revenues are non-cyclical and largely
insulated from customer downtrading, as customers are spread across sales
channels and segments. In addition, 50% of the top-10 customers have
multi-year contracts with the Group in multiple categories, resulting in
stable revenues across financial periods.
· Additionally, the Group maintains a lean and efficient cost
structure and is aiming to achieve at least £10 million in cost savings
related to its facilities in the twelve months ending 31 December 2025, with
an additional at least £10 million of cost savings in the twelve months
ending 31 December 2026 through optimisation of the Group's procurement,
organisation and logistics functions as well as the further integration of
Symington's following Admission. The Group has identified approximately £30m
of potential cost synergies which the Directors believe can be achieved by
2030.(1)
· The Group is targeting a margin improvement of at least 3% in the
medium term and has already improved pro forma adjusted EBITDA margin from
6.0% in the 12 months to 31 December 2024, to 7.4% in the 6 months to 30 June
2025.
Proven M&A excellence and robust integration playbook
· The Directors and senior managers of the Group collectively have
a strong track record in executing value-accretive mergers and acquisitions,
guided by a disciplined strategy based on industrial know-how and operational
integration. Over the past 35 years, the Directors and senior managers have
collectively completed more than 20 M&A transactions, demonstrating their
combined ability to scale and diversify businesses.
· Rapid integration of acquired businesses has been a key enabler
of this M&A success, with the Directors and senior managers becoming
skilled at realising operational synergies quickly and focusing on cash flow
generation. Since 2019, certain of the Directors and senior managers have
overseen investment of more than €900 million into the Major Shareholder's
M&A platform, which has resulted in 8.6x higher revenues and 6.3x higher
adjusted EBITDA in the Major Shareholder's results for the year ended 31
December 2024 compared to the Major Shareholder's 2019 historical numbers.
· The Directors believe the Group can add further inorganic growth
via M&A, with a medium-term target of £1 billion to £1.5 billion, and
have identified a pipeline of targets.
(1) As disclosed by the Major Shareholder on 4 June 2024
Growth Strategy
The Directors believe the Group has a clear strategy to achieve long-term
sustainable growth both through organic growth initiatives and through
additional M&A activity, as well as continued activation of synergies.
Well-defined roadmap to achieve long-term sustainable organic growth
The Group intends to deliver long-term sustainable organic growth, with a
medium-term organic
revenue growth target of more than 3% per annum. The Group intends to achieve
this through global cross selling, growing the core products' portfolio, and
expanding and diversifying the existing products' portfolio.
Each of these core strategies are framed across six verticals:
· Win in Italian products - the Group's strategy is to grow its
core product Italian categories through existing Group capability, for example
pasta, tomatoes, olive oil, and by expanding into broader Italian meal
occasions with new product solutions that promote 'modern authenticity'.
· Elevate edible oils - the Group's strategy to elevate its edible
oils offering includes growing its Napolina brand into new markets and
expanding Napolina into flavoured olive oils, using the relationships the
Group has built in Poland to cross-sell other products, and to expand the
Group's capability in different formats to target new sales channels.
· Modernise ambient foods - the Group's strategy revolves around
the modernisation of core Foods product categories such as pulses, soups and
ready to eat meals, with new packaging formats, brand and product
propositions.
· Diversify seafood - the Group plans to diversify its ambient
seafood portfolio via new fish species and enhanced brand tiering.
· Drive drinks occasions - the Group plans to expand its capability
across drinks sub-segments and changing customer preferences with a focus on
health and indulgence (such as low and no alcohol products).
· New category entry - the Group plans to leverage its in-house
manufacturing capabilities to enter new product categories and markets such as
infant nutrition and free-from to continue to drive growth.
The approach balances short- to mid-term priorities with long-term ambitions,
targeting selective expansion in the EEA and United Kingdom markets.
Organic growth ambitions are supported by demonstrated capabilities: (i)
highly flexible production
footprint enabling rapid adaptation to evolving market demands and
client-specific needs (strengthens
customer relationships and supports scalable growth), with certain of the
Group's facilities having
significant capacity for growth without requiring further capital investment,
(ii) over 2,000 active SKUs as at the date of this announcement, and (iii)
pipeline of new products under development, including 25 new products in
development at the date of this announcement.
The Group has historically been able to deliver on the organic growth
strategy, for instance:
· Cross-selling canned tomatoes under the 'Delverde' brand in
Germany, which has high-cross consumption rates with pasta, where the Group is
already established; and
· Expanding into co-manufacturing through the entry into a
five-year contract with Capri Sun to be the sole manufacturer in the United
Kingdom and Ireland of its 200ml and 330ml pouches and dilutable squash
drinks.
Identified M&A opportunities to add inorganic growth
The Directors believe the Group can add further inorganic growth via M&A,
with a medium-term target
of £1 billion to £1.5 billion in incremental inorganic revenue growth
through M&A. The Group aims to act as a consolidator in the food and
beverage industry across the UK and the EEA, targeting businesses that
complement its operations and align with the Group's long-term priorities, and
which can be integrated to enhance scale, efficiency, and market reach.
The typical characteristics of the Group's targets / potential investments
are: (i) companies that are currently underperforming, offering the Group the
opportunity to exploit the full potential of the assets, (ii) non-core assets
for multi-national companies with potential need for asset rotation, (iii)
strong synergy potential (with a particular focus on cost synergies), (iv)
companies that could be easily integrated into the Group, and (v) acquisitions
resulting in a sustainable combined capital structure. The Group will also
consider potential acquisitions which would result in diversification of the
Group's sales channels.
The Group has identified:(i) five short-term targets, and (ii) more than 25
potential long-term targets across its business units and which, if any such
acquisition was to be completed, may result in the Group entering new product
categories. Two of the short-term targets referred to include acquisitions
recently announced by the Major Shareholder, namely the acquisition of Diageo
Operations Italy S.p.A. ("Diageo Italy Operations"), announced by the Major
Shareholder on 24 June 2025 and completed on 30 September 2025, which includes
the Santa Vittoria d'Alba (CN) Italian production facility; and the
acquisition of the business currently carried out by Heinz Italia S.p.A.
related to the manufacturing, packaging, marketing, selling and distribution
of baby food and specialty nutrition food products under the Plasmon, Nipiol,
BiAglut, Aproten and Dieterba brands, including the Latina production facility
("Plasmon"), announced by the Major Shareholder on 9 July 2025. The purchase
price attributable to Diageo Italy Operations is ca. €100 million, subject
to post-closing adjustments and the purchase price to be paid by the Major
Shareholder for Plasmon is €120 million. No legally binding agreements in
respect of any future acquisitions have been entered into as at the date of
this announcement.
The Group initially plans to finance add-on M&A through cash on balance
sheet with the net proceeds of any Offer, with acquisition debt financing
being considered on a transaction-by-transaction basis.
Continue to activate synergies following the integration of the Group into the
Major Shareholder
As noted above, the Directors have identified approximately £30 million of
potential cost synergies following the acquisition of the Group by the Major
Shareholder in July 2024, which the Directors believe can be achieved by 2030.
The Directors believe these synergies can be achieved through: (i) procurement
efficiencies, (ii) operating leverage (exploiting spare capacity across the
various plants of
the Group), (iii) IT system and function consolidations / optimisation, (iv)
integrated supply chain and
inventory improvements, and (v) rationalisation of plant services (e.g.,
maintenance services, third-party
activities, etc.). The Directors estimate that approximately £8 million of
these cost synergies have been
able to be activated to date.
The Group has also seen commercial synergies in addition to these financial
synergies, such as cross-selling, innovation and procurement, and operational
synergies accretive at margin level such as procurement efficiencies, enhanced
operating leverage and consolidation of IT and other systems.
The Directors believe that further cost and commercial synergies may be
achieved and intend to deliver this through a combination of enhanced
cross-selling initiatives, production footprint optimisation and procurement
centralisation, strategic combination of commercial expansion, operational
efficiency and procurement optimisation. The Group is targeting a margin
improvement of at least 3% and a return on capital of more than 20% over the
medium term. The Group also targets driving net working capital to zero
through operational efficiencies, supplier negotiations and improved inventory
management. The Group's integrated model and strong customer relationships
provide a robust platform to support these initiatives and unlock incremental
value.
Further information on Princes Group:
Pro Forma Financial information of the Group - reflecting, inter alia, if the
Group had presented consolidated financial information for the periods set out
below and, in addition, Admission.
Unaudited Pro Forma Income Statement of the Group
(in thousands of £) For the 12 months ended 31 December 2024 For the 6 months ended 30 June 2025
Revenues 2,053,539 964,192
Cost of sales of goods (1,715,157) (773,139)
Gross profit 338,382 191,054
Distribution costs (119,516) (50,499)
Administrative expenses (200,819) (102,509)
Other income 1,986 239
Other costs (2,719) (301)
Share of results of associates and joint ventures 97 65
Operating profit 17,411 38,049
Finance income 1,695 1,055
Finance costs (5,854) (1,338)
Profit before tax 13,252 37,766
Tax (3,985) (7,241)
Net profit 9,267 30,525
Pro forma Adjusted EBITDA
(in thousands of £) For the 12 months ended 31 December 2024 For the 6 months ended 30 June 2025
Operating profit 17,411 38,049
Depreciation, amortization and write-down of non-current assets 84,117 32,162
Net impairment losses on financial assets - -
EBITDA 101,528 70,211
Non recurring items 20,725 800
Pro forma adjusted EBITDA 122,254 71,011
Pro forma adjusted EBITDA margin 6.0% 7.4%
Unaudited Pro Forma Statement of Net Assets of the Group as at 30 June 2025
(in thousand of £) 30 June 2025
Non-current assets
Goodwill 33,718
Intangible assets 51,618
Property, plant and equipment 409,417
Right of use assets 74,803
Interests in associates 7,851
Deferred tax asset 2,117
Derivative financial instruments -
Retirement benefit surplus 546
Total non-current assets 580,070
Current assets
Inventories 379,636
Trade and other receivables 254,777
Income tax receivables 56
Cash and bank equivalents 300,239
Derivative financial instruments 26
Current assets excluding assets classified as held for sale 934,734
Assets classified as held for sale -
TOTAL ASSETS 1,514,804
Current liabilities
Trade and other payables (568,013)
Current tax liabilities (4,165)
Lease liabilities (22,213)
Borrowings (5,519)
Factoring (193,909)
Derivative financial instruments (121)
Deferred revenue (96)
Total current liabilities (794,036)
Non-current liabilities
Borrowings (1,694)
Retirement benefit obligations (7,756)
Deferred tax liability (30,863)
Deferred revenue (1,641)
Lease liabilities (60,946)
Long-term provisions (1,054)
Derivative financial instruments -
Total non-current liabilities (103,954)
TOTAL LIABILITIES (897,990)
Net assets 616,814
Historical Financial information of the Company and its subsidiary
undertakings
Consolidated Income Statement
Unaudited Audited Audited
(In thousands of £) Six months ended June 30, Nine months period ended December 31 For the year ended March 31
Continuing operations
2025 2024 2024 2024 2023
Revenues from contracts with customers 933,348 840,091 1,275,223 1,708,828 1,744,803
Cost of sales of goods (746,749) (694,884) (1,057,622) (1,398,655) (1,456,931)
Gross profit 186,599 145,207 217,601 310,173 287,872
Distribution costs (46,338) (44,292) (63,795) (86,861) (88,944)
Administrative expenses (101,379) (98,055) (135,532) (185,386) (231,895)
Share of results of associates accounted for using the equity method 65 164 97 393 308
Operating profit / (loss) 38,947 3,024 18,371 38,319 (32,659)
Finance costs (14,718) (15,023) (24,150) (30,157) (15,504)
(Loss)/profit before tax 24,229 (11,999) (5,779) 8,162 (48,163)
Income tax expense/(income) (6,181) 2,965 (2,475) (613) 7,261
(Loss)/profit for the period 18,048 (9,034) (8,254) 7,549 (40,902)
(Loss)/profit for the year attributable to:
Owners of the Company 17,785 (8,552) (7,450) 4,007 (42,691)
Non-controlling interests 263 (482) (804) 3,542 1,789
Consolidated Statement of Financial Position
Unaudited Audited Audited
(In thousands of £) 30 June As of December 31, As of March 31,
2025
2024 2024 2023
Non current assets
Goodwill 33,718 33,718 33,718 33,718
Intangible assets 32,073 32,202 32,657 34,530
Property, plant and equipment 382,800 385,266 403,448 427,579
Right of use assets 72,609 47,930 53,940 58,455
Interests in associates 7,848 8,252 9,248 10,018
Deferred tax asset 1,698 1,559 2,818 588
Derivative financial instruments - - 23 3
Retirement benefit surplus 546 1,081 2,704 29,115
Total non current assets 531,292 510,008 538,556 594,006
Current assets
Inventories 370,268 342,183 363,865 422,431
Trade and other receivables 265,204 157,031 257,005 258,643
Income tax receivables - 613 1,032 2,104
Cash and cash equivalents 370,121 241,610 9,386 9,595
Derivative financial instruments 26 1,306 1,180 1,969
Current assets excluding assets classified as held for sale 1,005,619 742,743 632,468 694,742
Assets classified as held for sale - - 79
TOTAL ASSETS 1,536,911 1,252,751 1,171,024 1,288,827
Current liabilities
Trade and other payables (542,503) (320,244) (241,293) (255,628)
Income tax liabilities (3,837) (45) (824) (770)
Lease liabilities (23,558) (10,110) (10,860) (10,919)
Borrowings (260,098) (259,231) (364,964) (421,355)
Derivative financial instruments (121) (2,902) (3,182) (4,196)
Deferred revenue (96) (96) (96) (96)
Total current liabilities (830,213) (592,628) (621,219) (692,964)
Non current liabilities
Borrowings (352,567) (349,654) (195,067) (210,573)
Retirement benefit obligations (7,383) (3,864) (3,678) (3,357)
Deferred tax liability (23,228) (22,302) (24,308) (32,079)
Deferred revenue (1,641) (1,477) (1,577) (1,654)
Lease liabilities (58,325) (41,025) (46,708) (52,128)
Long-term provisions (1,054) (1,021) (971) (904)
Derivative financial instruments - (20) (82)
Total non-current liabilities (444,198) (419,343) (272,329) (300,777)
TOTAL LIABILITIES (1,274,411) (1,011,971) (893,548) (993,741)
NET ASSETS 262,500 240,780 277,476 295,086
Equity
Share capital 7,000 7,000 7,000 7,000
Capital redemption reserve 5,400 5,400 5,400 5,400
Equity reserve (6,974) (5,665) (5,665) (5,665)
Hedging reserve (72) (1,197) (1,259) (1,532)
Translation reserve 1,876 (769) 1,795 4,080
Retained earnings 217,716 199,931 230,997 247,966
Total Equity attributable to owners of the Company 224,946 204,700 238,268 257,249
Non-controlling interest 37,554 36,080 39,208 37,837
TOTAL EQUITY 262,500 240,780 277,476 295,086
Consolidated Statement of Cash Flows
Unaudited Audited Audited
Six months ended 30 June As at December 31, As at March 31,
(In thousands of £) 2025 2024 2024 2024 2023
Net cash inflow from/(outflow from) operating activities 149,003 45,344 231,894 103,975 (14,753)
Cash flows from investing activities
Dividends from associates 755 - 950 1,299 -
Payments for purchase of other intangible assets (425) - (618) (210) (2,682)
Payments for purchase of purchase of property, plant and equipment (14,903) (11,028) (15,905) (19,232) (36,068)
Proceeds from sale of property, plant and equipment
Net cash outflow from investing activities (14,573) (11,028) (15,534) (18,143) (38,750)
Cash flows from financing activities
Dividends paid to owners of the Company (22,735)
Dividends paid to non-controlling interests in subsidiaries (1,268) (915) (7,062)
Proceeds from loans and borrowings 3,782 4,681 609,493 27,315 87,327
Repayment of borrowings (32,363) (560,639) (99,212) (18,346)
Repayment of lease liabilities (9,701) (7,300) (8,987) (13,229) (13,737)
Net cash inflow from/(outflow from) financing activities (5,919) (34,982) 15,864 (86,041) 48,182
Net increase/(decrease) in cash and cash equivalents 128,511 (666) 232,224 (209) (5,322)
Cash and cash equivalents at beginning of the year 241,610 9,559 9,386 9,595 14,915
Cash and cash equivalents at end of year 370,121 8,893 241,610 9,386 9,595
Board Information:
Angelo Mastrolia - Executive Chairman
Mr. Angelo Mastrolia obtained a surveyor's diploma and attended law school at
the University of Salerno. He started his entrepreneurial activity in the
1980s in the dairy sector as a manager in the family business Piana del Sele
Latteria S.p.A. After a number of experiences in the leasing, real estate and
luxury yacht sectors, since 2004 Mr. Angelo Mastrolia has acquired several
companies in the food & beverage sector through TMT Finance S.A.
(currently Newlat Group S.A.), acquiring inter alia Industrie Alimentari
Molisane S.r.l. (owner of the Guacci brand), Pezzullo, Corticella and, in
2008, Newlat S.p.A. from Parmalat S.p.A. Subsequently, Mr. Angelo Mastrolia
directed the continuing expansion and consolidation of the Newlat Group S.A.
in the food & beverage sector in Italy and abroad, also acquiring the
'Birkel' and '3Glocken' brands in Germany, the production plant in Ozzano Taro
(Parma), Delverde and, in 2020, Centrale del Latte d'Italia S.p.A. ("CLI").
Furthermore, under the mandate of Mr. Angelo Mastrolia, the Major Shareholder
expanded its activities with the acquisition of Symington's in 2021, of
Princes France S.A.S. in 2023 and of the Company in 2024. Mr. Mastrolia was
appointed as a Director of the Company on 30 July 2024.
Simon Harrison - Chief Executive Officer
Mr. Harrison obtained a degree in Business from the University of Sheffield in
1992. Afterwards he joined Allied Breweries on their Graduate Training
programme before moving to the role of Account Director in 1998 at marketing
agencies Kilvington Leith Marketing and Momentum, which was part of the McCann
Erickson group. In 2001 he began a 20-year career with Coca-Cola Enterprises
(now Coca-Cola Europacific Partners). During that time, he held various senior
roles including Sales Director and Marketing Director before being appointed
to the role of Vice President Commercial Development (UK) in 2018. He joined
the Group in 2021 as Chief Commercial Officer before quickly progressing to
the role of Deputy Managing Director and has been the CEO of the Group since
April 2024. Mr. Harrison was appointed as a Director of the Company on 1 June
2023.
Fabio Fazzari - Chief Financial Officer
Mr. Fazzari obtained a degree in Economics and Management from the University
of Turin in 2002. He worked as financial analyst for Sella Holding Banca from
2003 to 2006 and for Equita SIM from 2006 to 2020. Mr. Fazzari joined Newlat
Group S.A. in 2020 and is currently the group financial director. Mr. Fazzari
was appointed as a Director of the Company on 30 July 2024.
Giuseppe Mastrolia - Executive Director
Mr. Giuseppe Mastrolia obtained a degree in law from the University of Bologna
in 2014. In 2008, he joined the Major Shareholder, becoming a member of the
Board of Directors and he holds the position of Chief Commercial Officer and
Managing Director (Sales & Marketing responsibility). He also holds the
position of Geschäftsführer of Newlat Deutschland. As of April 2020, he also
holds the position of Vice-Chairman of the Board of Directors of CLI and,
starting from of August 2021, he holds the position of Executive Chairman in
Symington's Limited. Starting from 2022, he holds the position of Managing
Director of Princes France, and he was appointed as a Director of the Company
on 30 July 2024.
Benedetta Mastrolia - Executive Director
Ms. Mastrolia obtained a Bachelor Degree in Economics and Business from the
University of London in 2017 and a Master in Corporate Finance at the Cass
Business School, City University London, in 2018. In 2014, she joined the
Board of Directors of the Major Shareholder. In April 2020 she joined the
Board of Directors of CLI and in August 2021 she became director of
Symington's. Ms. Mastrolia was appointed as a Director of the Company on 30
July 2024.
David Gosnell - Non-Executive Director
Mr. David Gosnell is an experienced Director with expertise in consumer facing
businesses. Mr. Gosnell's career includes more than 20 years with Heinz Foods,
where he held various international positions including Operations Director
for Heinz Europe and the Global Purchasing Director for Heinz. Mr. Gosnell
also spent more than 16 years with the global drinks company Diageo where he
was a member of the Global Executive Committee from 2008 until he retired from
Diageo in 2014. Mr. Gosnell was a non-executive director of Brambles plc
between 2006 and 2019, was the Chairman of Bushmills, an Irish Whiskey
distiller based in Northern Ireland, between 2015 and 2020 and is currently
the Chairman of FTSE 250 company Coats Group plc.
Mr. Gosnell was awarded by the Queen the honour to become an Officer of Most
Excellent Order of the British Empire (OBE) in June 2018 to recognise his
years of committed business services to the economy of Ireland.
Linda Main - Non-Executive Director
Mrs. Linda Main is an experienced Non-Executive Director with considerable
expertise in corporate governance structures and risk across a wide range of
businesses. Mrs. Main is a Chartered Accountant who retired from KPMG LLP in
September 2023 after a long career leading their Capital Markets Advisory
Group. Mrs. Main was also a member of the UK board of KPMG where she chaired
the Risk Committee and sat on the Audit Committee. Mrs. Main is a
Non-Executive Director at Earnz Plc and MHA plc, and chairs the Audit
Committees at both companies. Mrs. Main is also a Director of the Quoted
Companies Alliance which champions smaller quoted companies and is a partner
at Gara Strategic Advisory, a firm advising companies contemplating initial
public offerings.
Louise George - Non-Executive Director
Mrs. Louise George is a highly regarded Chief Financial Officer with over 20
years of board level service with quoted companies including substantial
experience of corporate transactions and corporate governance. Between 2014
and 2024, as CFO of Belvoir Group PLC (now part of the Property Franchise
Group plc), she helped to take the business, via a buy-and-build strategy,
from a single brand residential property lettings specialist to a multi-brand
property franchise group of scale providing a range of services.
Mrs. George is a Chartered Accountant, having qualified with Ernst & Young
in 1991, and a Chartered Governance Professional. In January 2025 she was
appointed as a non-executive director of Franchise Brands plc of which she is
also the Chair of its Audit and Risk Committee.
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, 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.
Neither this announcement, nor anything contained in the Registration
Document, shall 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.
Neither this announcement, nor the Registration Document, constitutes 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.
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 Financial Conduct Authority (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.
Each of BNP PARIBAS, Peel Hunt LLP, Coöperatieve Rabobank U.A., UniCredit
Bank AG, Société Générale, (together "the Banks") are acting exclusively
for the Company and no one else in connection with the possible Offer and will
not regard any other person (whether or not a recipient of this announcement)
as a client in relation to the possible Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients nor for giving advice in relation to the possible Offer or
any transaction or arrangement referred to in this announcement. Each of the
Banks and their respective affiliates may have engaged in transactions with,
and provided various investment banking, financial advisory and other services
to, the Company for which they would have received fees. Apart from the
responsibilities and liabilities, if any, that may be imposed on them by FSMA
or the regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither of the
Banks accepts any responsibility whatsoever for, and makes no representation
or warranty, express or implied, as to the contents of, this announcement or
for any other statement made or purported to be made by either of the Banks,
or on their respective behalf, in connection with the Company, the Shares or
the possible Offer and nothing in this announcement will be relied upon as a
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future.
None of the Banks or any of their respective affiliates or any of their or
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Certain data in this announcement, including financial, statistical, and
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totals of data presented in this announcement may vary slightly from the
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rounded and accordingly may not add up to 100%.
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