REG - Princes Group PLC - Stabilisation Notice
31/10/2025 07:05
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RNS Number : 6025F 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.
Capitalised terms in this announcement shall have the same meaning as defined
in the Prospectus published by Princes Group plc on 22 October 2025, unless
otherwise defined.
31 October 2025
Princes Group plc
Stabilisation Notice
Peel Hunt LLP hereby gives notice that the entity undertaking stabilisation
(the "Stabilising Manager") named below and its affiliates may stabilise the
offer of the following securities in accordance with Regulation (EU) No
596/2014 (Market Abuse Regulation) and the delegated acts, implementing acts,
and technical standards and guidelines thereunder as such legislation forms
part of retained EU law by virtue of the European Union (Withdrawal) Act 2018
and Commission Delegated Regulation (EU) 2016/1052 as it forms part of
retained EU law by virtue of the European Union (Withdrawal) Act 2018.
Stabilisation transactions aim at supporting the market price of the
securities during the stabilisation period. Stabilisation may not necessarily
occur and it may cease at any time.
The Securities:
Issuer: Princes Group plc
Securities Ordinary registered shares of £0.10 nominal value each ("Ordinary Shares") of
the Issuer (ISIN: GB00BVZNY531)
Description Initial public offering of Ordinary Shares
Offering size: 84,210,526 Ordinary Shares (excluding the over-allotment option)
Offer Price 475 pence per Offer Share
Stabilisation:
Stabilising Manager (and central point within the meaning of Commission Peel Hunt LLP
Delegated Regulation 2016/1052 as it forms part of retained EU law by virtue
of the European Union (Withdrawal) Act 2018): 7th Floor, 100 Liverpool Street, London, EC2M 2AT, United Kingdom
Contact: Sohail Akbar; Nicolas Wilks; telephone: +44 (0)20 7418 8900
Beginning of the Stabilisation Period: 31 October 2025
Stabilisation Period to end no later than: 30 November 2025
Trading venue where stabilisation may be undertaken: London Stock Exchange - Main Market
Maximum size and conditions of use of Over-allotment Option The Stabilising Manager may over-allot the securities to the extent permitted
in accordance with applicable law, up to the maximum size of 4,210,526
Ordinary Shares
Over-allotment Option:
Terms: In connection with the Global Offer, Peel Hunt LLP, as Stabilising Manager, or
any of its agents, may (but will be under no obligation to), to the extent
permitted by applicable law, over-allot Ordinary Shares up to a total of 5% of
the total number of Ordinary Shares comprised in the Global Offer or effect
other stabilisation transactions with a view to supporting the market price of
the Ordinary Shares at a level higher 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 commencement of conditional dealings
of the Ordinary Shares on the main market of the London Stock Exchange (the
"LSE") and ending no later than 30 calendar days thereafter. 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. Such stabilising measures, if commenced, may
be discontinued at any time without prior notice. 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 Global Offer.
In connection with the Global Offer, the Stabilising Manager may, for
stabilisation purposes, over-allot Ordinary Shares up to a maximum of 5% of
the total number of Ordinary Shares comprised in the Global Offer. For the
purposes of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotments, the Company has granted an
over-allotment option to the Stabilising Manager (the "Over-Allotment Option")
under the underwriting agreement dated 22 October 2025 between, inter alia,
the Banks and the Company , each as defined in the Prospectus (the
"Underwriting Agreement"), pursuant to which the Stabilising Manager may
subscribe or procure subscribers for up to 4,210,526 additional new Ordinary
Shares (being up to a maximum of 5% of the total number of Ordinary Shares
comprised in the Global Offer) (the "Over-Allotment Shares") at the Offer
Price. The Over-Allotment Option is 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 of the Ordinary Shares on
the LSE. Any Over-Allotment Shares made available pursuant to the
Over-Allotment Option will rank pari passu in all respects with the Ordinary
Shares, including with respect to voting and for all dividends and other
distributions thereafter declared, made or paid on the Ordinary Shares and
will be subscribed for on the same terms and conditions as the Ordinary Shares
being issued or sold in the Global Offer and will form a single class for all
purposes with the other Ordinary Shares.
Number of shares covered by Over-allotment Option: 4,210,526 Ordinary Shares
Duration The Over-allotment Option may be executed in whole or in part at any time
during the Stabilisation Period
Disclaimer
In connection with the offer of the above securities, the Stabilising Manager
or any of its agents may over-allot the securities or effect transactions with
a view to supporting the market price of the securities at a level higher than
that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager or any of its agents will take any stabilisation action
and any stabilisation action, if begun, may be ended at any time. Any
stabilisation action or overallotment shall be conducted in accordance with
all applicable laws and rules.
This announcement is for information only and does not constitute an offer or
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction in which
such an offer or solicitation is unlawful, including without limitation, the
United States, Australia, Canada, or Japan. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions.
This announcement and the information contained herein, is not an offer of
securities for sale in, and is not for transmission to or publication,
distribution or release, directly or indirectly, in the United States of
America (including its territories and possessions, any state of the United
States of America and the District of Columbia) (the "United States"). The
securities being offered have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under any
applicable securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in the United States unless registered under the
Securities Act or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements and in accordance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the securities discussed herein 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
(Financial Promotion) Order 2005 (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 of the Prospectus
Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as
defined in the EU (Withdrawal) Act 2018 (all such persons together being
referred to as "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 the
Prospectus Regulation (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.
ENDS
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