REG - Princes Group PLC - Admission to trading on the London Stock Exchange

PrincesAnnouncement

05/11/2025 07:00

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RNS Number : 1775G  Princes Group PLC  05 November 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 not a prospectus nor an offer of securities for sale in
any jurisdiction, including in or into the United States, Canada, Japan or
Australia.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement except solely on the basis of the information
contained in the prospectus in its final form (the "Prospectus"), including
the risk factors set out therein, published on 22 October 2025 by Princes
Group plc (the "Company", and together with its subsidiaries and subsidiary
undertakings, the "Group") in connection with the offer of ordinary shares
(the "Ordinary Shares") in the Company (the "Offer") and the admission to
listing of such Ordinary Shares to equity shares (commercial companies)
category of the Official List of the UK Financial Conduct Authority (the
"FCA") and to trading on the main market for listed securities of the London
Stock Exchange plc (the "LSE") (together "Admission"). A copy of the
Prospectus published by the Company is available for inspection on the
Company's website at https://www.princesgroupinvestors.com/ipo, subject to
certain access restrictions.

5 November 2025

 Princes Group plc

 

Admission to trading on the London Stock Exchange

 

Further to the announcement on 31 October 2025 in connection with its initial
public offering, the Company announces that its entire issued ordinary share
capital, consisting of 244,702,956 Ordinary Shares, has today been admitted to
the equity shares (commercial companies) category of the official list of the
FCA and to trading on the LSE's main market for listed securities under the
ticker "PRN".

Following Admission, the share capital of the Company will consist of
244,702,956 Ordinary Shares, each with one vote. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total voting rights figure of
244,702,956 may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

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, Ordinary Shares to any person in any jurisdiction to whom or in which
such offer or solicitation is unlawful, including the United States,
Australia, Canada or Japan. The Ordinary Shares have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). The Ordinary Shares may not be offered or sold in the
United States, except to qualified institutional buyers ("QIBs") as defined
in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or
pursuant to another exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. No public offer of
securities is being made 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.

Any subscription or purchase of Ordinary Shares in the Offer should be made
solely on the basis of information contained in the Prospectus which has been
published by the Company in connection with the Offer. The information in this
announcement is subject to change. Before subscribing for or purchasing any
Ordinary Shares, persons viewing this announcement should ensure that they
fully understand and accept the risks set out in the Prospectus. No reliance
may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement does not
constitute, or form part of, any offer or invitation to sell or issue, or any
solicitation of any offer to acquire, whether by subscription or purchase, any
Ordinary Shares or any other securities, nor shall it (or any part of it), or
the fact of its distribution, form the basis of, or be relied on in connection
with, or act as any inducement to enter into, any contract or commitment
whatsoever.

Potential investors should not base their financial decision on this
announcement. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning an offer. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the person
concerned.

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

None of the 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.

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

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

In connection with the Offer, Peel Hunt LLP, as stabilising manager (the
"Stabilising Manager"), or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law and for
stabilisation purposes, over allot Ordinary Shares up to a total of 5 per cent
of the total number of Ordinary Shares included in the Offer or effect other
transactions with a view to supporting the market price of the Ordinary Shares
or any options, warrants or rights with respect thereto, or other interest in
the Ordinary Shares or other securities of the Company, in each case at a
higher level than that which might otherwise prevail in the open market. The
Stabilising Manager is not required to enter into such transactions and such
transactions may be effected on any securities market, over the counter
market, stock exchange or otherwise and may be undertaken at any time during
the period commencing on the date of the conditional dealings in the Ordinary
Shares on the LSE and ending no later than 30 calendar days thereafter.
Stabilisation transactions aim at supporting the market price of the
securities during the stabilisation period. Such stabilisation, if commenced,
may be discontinued at any time without prior notice. If such stabilisation
occurs, it will be undertaken at the LSE. However, there will be no obligation
on the Stabilising Manager or any of its agents to effect stabilising
transactions and there is no assurance that stabilising transactions will be
undertaken. In no event will measures be taken to stabilise the market price
of the Ordinary Shares above the Offer Price. Except as required by law or
regulation, neither the Stabilising Manager nor any of its agents intends to
disclose the extent of any over allotments made and/or stabilisation
transactions conducted in relation to the Offer.

For the purposes of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotment and/or from sales of Ordinary Shares
effected by it during the stabilisation period, the Stabilising Manager will
be granted an over-allotment option (the "Over-allotment Option") by the
Company, pursuant to which it may subscribe, or procure subscribers for,
additional Ordinary Shares representing up to 5 per cent. of the total number
of Ordinary Shares included in the Offer at the Offer Price (the
"Over-allotment Shares"). The Over-allotment Option will be exercisable in
whole or in part upon notice by the Stabilising Manager at any time on or
before the 30th calendar day after the commencement of conditional dealings in
the Ordinary Shares on the LSE. Any Overallotment Shares made available
pursuant to the Over-allotment Option will be made available on the same terms
and conditions as Ordinary Shares being offered or sold pursuant to the Offer,
will rank pari passu in all respects with all other Ordinary Shares (including
with respect to pre-emption rights) and will form a single class with all
other Ordinary Shares for all purposes, including with respect to voting and
for all dividends and distributions thereafter declared, made or paid on the
ordinary share capital of the Company.

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

Information to Distributors

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

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

ENDS

 

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