REG - Princes Group PLC - Publication of Registration Document

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RNS Number : 0469C  Princes Group PLC  03 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 ("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 in
the Company's Expected Intention To Float announcement earlier today, "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

Publication of Registration Document

Princes Group plc, a leading international platform in the United Kingdom and
European food and beverage sector, announces that, further to the publication
this morning of its Expected Intention to Float Announcement, the Registration
Document has been approved by the FCA and will shortly be made available for
viewing at https://www.princesgroupinvestors.com/ipo subject to certain access
restrictions.

A copy of the Registration Document will be uploaded to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

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 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
promise or representation in this respect, whether or not to the past or
future.

None of the Banks 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.

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

 

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