REG - Princes Group PLC - Announcement of Pricing and Offer Size

PrincesAnnouncement

31/10/2025 07:00

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RNS Number : 6029F  Princes Group PLC  31 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA") and is not a
prospectus nor an offer of securities for sale in any jurisdiction, including
in or into the United States, Canada, Japan or Australia.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement except solely on the basis of the information
contained in the prospectus (together with any supplementary prospectus, if
relevant, the "Prospectus"), including the risk factors set out therein,
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 proposed admission to listing of such Ordinary Shares to
equity shares (commercial companies) segment of the Official List of the FCA
and to trading on the main market for listed securities of the London Stock
Exchange plc (the "LSE") (together "Admission", and Admission together with
the Offer, the "IPO"). 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.

Capitalised terms in this announcement, unless otherwise defined, shall have
the same meaning as given to them in the Prospectus published by the Company
on 22 October 2025 (the "Prospectus")

31 October 2025

Princes Group plc

 

Announcement of Pricing and Offer Size

 

Following the announcement by the Company on 22 October 2025 of the price
range in connection with the Offer, the Company today announces the successful
pricing of the Offer at 475 pence per Ordinary Share (the "Offer Price"),
commencing conditional dealings on the main market for listed securities of
the LSE at 08:00 a.m. on 31 October 2025.

Simon Harrison, CEO of Princes Group, said:

"Today marks a defining moment in Princes Group's journey as we proudly begin
our chapter as a publicly listed company. This milestone is a testament to the
strength of our brands, the dedication of our people, and the trust placed in
us by customers and partners across the globe.

For nearly 150 years, Princes has been a name synonymous with quality, value,
and innovation in food and drink. Our listing on the London Stock Exchange
reflects not only our heritage but also our ambition for future growth.

As we look ahead, we remain focused on expanding our international footprint,
deepening our category leadership, and delivering sustainable, long-term value
for all our stakeholders. I'm incredibly proud of what we've achieved and even
more excited about what lies ahead for Princes Group as we continue to shape
the future of food."

Angelo Mastrolia, Executive Chair Princes Group, commented:

'Today's listing is just the beginning of what we expect will be a period of
exciting growth and value creation for Princes.

'I would like to sincerely thank all our new investors for the trust they have
placed in us. Their confidence reflects a shared belief in Princes' strong
fundamentals and our long-term strategy. We have a clear path to delivering on
our strategic objectives and are ready to execute our next phase of growth. We
have identified a strong pipeline of potential acquisitions, which we can
pursue in a short timeframe and which will create additional synergies. At the
same time, we will continue with our efforts to modernise, enhance and expand
Princes' operations and extensive portfolio of brands. As majority
shareholder, NewPrinces has invested in the IPO alongside new investors,
demonstrating our shared commitment and confidence in the company's future
success.

'In addition to thanking our investors, I want to express my gratitude to all
Princes colleagues and the management team. Without their hard work,
dedication and commitment, today would not have been possible. Together, we
are building a stronger, more dynamic Princes, ready to deliver on its promise
of growth and value creation for years to come."

Offer highlights:

·      The Offer Price has been set at 475 pence per Ordinary Share,
equating to a market capitalisation of approximately £1,162 million
(excluding any Ordinary Shares that may be issued and allotted pursuant to the
Over-allotment Option) at the commencement of conditional dealings.

·      The Offer comprises 84,210,526 new Ordinary Shares to raise
primary capital of approximately £400 million of gross proceeds, to support
the Company with further inorganic growth via acquisitions.

·      Immediately following Admission, the Company's issued share
capital will be 244,702,956 Ordinary Shares (excluding any Ordinary Shares
that may be issued and allotted pursuant to the Over-allotment Option).

·      The Offer included a retail offer, using Retail Book Limited for
distribution to retail investors in the United Kingdom (the "Retail Offer").
2,884,889 Ordinary Shares will be issued to retail investors through the
Retail Offer, raising approximately £14 million.

·      Assuming that the Over-allotment Option is exercised in full, the
final offer size will be approximately £420 million.

·      NewPrinces S.p.A, the Company's major shareholder (the "Major
Shareholder"), has subscribed for approximately £200 million worth of
Ordinary Shares as part of the Offer. Newlat Group S.A., the family office of
Angelo Mastrolia, (together with the Major Shareholder forms the "Major
Shareholder Group") has subscribed for £54.7 million worth of Ordinary Shares
as part of the Offer. As a result of the holdings of the Major Shareholder
Group there is expected to be a free float of approximately 13% (excluding any
Ordinary Shares that may be issued and allotted pursuant to the Over-allotment
Option) immediately following Admission.

·      In connection with the Offer, each of the Company, its directors
and the Major Shareholder Group are subject to customary lock-up arrangements
in respect of the Ordinary Shares. These lock-up periods are as follows:

o  Company: 180 days following Admission

o  Major Shareholder, Angelo Mastrolia (as ultimate beneficial owner) and
Newlat Group S.A: 180 days following Admission

o  Directors (other than Angelo Mastrolia): 360 days following Admission

Admission and Dealings

·      Commencement of conditional dealings in the Ordinary Shares on
the London Stock Exchange is expected to take place at 8:00 a.m. on 31 October
under the ticker PRN (ISIN: GB00BVZNY531). Investors should note that only
those who applied for and were allocated Ordinary Shares in the Offer will be
able to deal in the Ordinary Shares on a conditional basis. Retail investors
should consult their relevant intermediary to confirm the extent to which such
intermediary is able to facilitate their participation in conditional
dealings.

·      Admission to the equity shares (commercial companies) category of
the official list of the FCA and to trading on the main market for listed
securities of the LSE, and the commencement of unconditional dealings in the
Ordinary Shares on the LSE, is expected to occur at 8.00 a.m. on 5 November
2025.

·      All dealings in the Ordinary Shares before the commencement of
unconditional dealings will be of no effect if Admission does not take place
and such dealings will be at the sole risk of the parties concerned.

·      The pricing statement related to the Offer will be published
today on the Company's website at https://www.princesgroupinvestors.com/ipo,
subject to certain access restrictions.

For more information, please contact:

 Barabino and Partners (Public Relations adviser to Princes Group plc)           princes@barabino.co.uk
 Georgia Colkin                                                                  T: +44 (0) 7542846844
 Caroline Merrell                                                                T +44 (0) 7837176599

 Joint Global Co-ordinators and Joint Bookrunners
 BNP Paribas (Sole Sponsor)                                                      T: +44 (0) 2075959444
 Sam McLennan / Tom Snowball / Gaurav Gooptu / Carwyn Evans /
 Lauren Davies
 Peel Hunt                                                                       T: +44 (0) 2074188900
 James Thomlinson / Brian Hanratty / Sohail Akbar / Andrew Clark
 Rabobank                                                                        T:  +31 657950892
 Willem Kroner / Christian Graven / Mathijs van der Meer
 UniCredit                                                                         T: +39 0200705926
 Silvia Viviano / Veronica Bosco / Ronan Mc Cullough                               T: +39 3346742601
 Joint Bookrunner
 Société Générale                                                                T: +39 028549318
 Diego Collaro / Jose Antonio Gagliardi                                          T: +33 142135624

 

IMPORTANT LEGAL INFORMATION

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

In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals"
specified in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall
within Article 49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time be,
satisfied); and (B) are "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom
it may otherwise lawfully be communicated (all such persons being "relevant
persons").

In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129
("Qualified Investors").

This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not relevant persons, and (ii) in any member state of the
EEA, by persons who are not Qualified Investors. Any investment or investment
activity to which this announcement relates is available only to (i) in the
United Kingdom, relevant persons, and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect the Group's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the Group's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's or the Group's
actual results, performance or achievements might be materially different from
the expected results, performance or achievements expressed or implied by such
forward-looking statements. BNP PARIBAS, Coöperatieve Rabobank U.A., Peel
Hunt LLP, Société Générale, UnitCredit Bank AG, the Company or any member
of the Group, or any of such person's affiliates or their respective
directors, officers, employees, agents or advisers expressly disclaim any
obligation or undertaking to update, review or revise any such forward-looking
statement or any other information contained in this announcement, whether as
a result of new information, future developments or otherwise, except to the
extent required by applicable law.

Any subscription or purchase of Ordinary Shares in the 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 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. 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 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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