REG - Princes Group PLC - 2025 Preliminary Results

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RNS Number : 7190Y  Princes Group PLC  31 March 2026

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31 March 2026

Princes Group plc (the "Group" or the "Company")

Preliminary results for the 12 months ended 31 December 2025

 

Princes Group plc (LSE: PRN), a leading international platform in the United
Kingdom and European food and beverage sector, today announces its preliminary
results for the twelve months ended 31 December 2025.

 

The Group delivered a strong set of full-year results, demonstrating continued
execution of its strategy focused on margin-accretive growth, operational
efficiency and disciplined portfolio management. As anticipated, deflationary
pricing conditions across several core raw materials, consistent with the
Group's pass-through pricing mechanics, and the deliberate rationalisation of
lower-margin contracts, impacted revenue. Importantly, this top-line effect
was more than offset by significant margin expansion at every level of the
income statement, exceptional cash generation and the acceleration of synergy
delivery. Management confirms its medium-term guidance.

 

STRONG MARGIN EXPANSION AND CASH FLOW GENERATION

MID-TERM GUIDANCE CONFIRMED

 

Consolidated results (12 months to 31 December 2025 vs. 9 months to 31
December 2024)

·      Revenue of £1.9bn, up 46% year-on-year, reflecting the inclusion
of business combinations under common control from NewPrinces S.p.A.

·      Adjusted EBITDA of £148m, up 127% year on year, driven by
revenue contributions from new entities and the benefit of cost-saving
initiatives realised across the enlarged Group.

·      Profit before tax of £55m, compared to a loss of £6m in the
prior period.

·      Net cash position of £311m (£395m excluding IFRS 16
liabilities), compared to net debt of £417m at 31 December 2024. (£366m
excluding IFRS 16 liabilities)

 

Unaudited Pro-forma results (IPO perimeter, 12 months like-for-like)

·      Pro-forma revenue down 6.5%, reflecting deflationary pressures
across several core raw materials and the strategic exit from low-margin
contracts.

·      Pro-forma adjusted EBITDA of £149.5m, up 22.2%, with adj. EBITDA
margin expanding 181 basis points to 7.8%, demonstrating the Group's focus on
profitable growth and operational efficiency.

·      Pro-forma profit after tax of £61.4m versus £9.3m in the prior
year.

·      Underlying free cash flow of £128m, (excluding IFRS 16
liabilities) representing a conversion rate of 86% from adjusted EBITDA.

Operational and Strategic Highlights

·    Successfully listed on the London Stock Exchange, enhancing corporate
standing and M&A firepower.

·    NewPrinces S.p.A acquired Plasmon from Kraft Heinz, Italy's leading
baby food brand, adding c. 30% market share in a €660 million market, an
additional production plant with 51% spare production capacity and an
estimated 15% EBITDA margin in the medium term through insourcing and new
product development. Effective from 1(st) January 2026, the business is
managed by Princes Group under an operating lease.

·    Plasmon integrated into Princes ERP system since January 2026; full
integration of German and French operations targeted by year-end 2026.

·    Secured new multi-year contracts with major UK and European
retailers, reinforcing the Group's position as a first-call partner.

·    NewPrinces S.p.A acquired Carrefour Italia (1 December 2025) which
provides Princes Group with direct access to approximately 1,000 stores and
significant revenue upside through increased penetration of branded and
own-label products in Carrefour Italia

·    Achieved 100% MSC-certified tuna across the UK and Netherlands;
awarded MSC UK Seafood Brand of the Year for the second consecutive year.

·    Launched the UKM ("Proudly Made in the UK") initiative with research
showing 79% of consumers are more likely to purchase products carrying the UKM
label.

·    Real estate investments of £82 million (Royal Liver Building and
Cross Green facility) delivering an implied yield of c. 11% per annum through
a combination of rental savings and rental income.

Chairman Statement

Commenting on the results, Angelo Mastrolia, Executive Chairman, said:

"2025 marks a step-change for Princes Group, with our successful listing and a
material strengthening of our financial profile. The Group has delivered
strong profitability growth and cash generation, underpinned by a clear focus
on margin expansion, capital discipline and high-quality earnings.

We have built a robust balance sheet and a highly cash-generative platform,
providing significant financial flexibility. This positions us to act
decisively in a consolidating market, where scale, execution capability and
access to capital are increasingly critical.

Our priority remains disciplined, value-accretive M&A, supported by a
proven integration model and a clear capital allocation framework. Princes is
uniquely positioned to act as a consolidator in a fragmented European food and
beverage sector. We will continue to deploy capital selectively, with a strong
focus on returns and long-term value creation for shareholders.

We are firmly ahead of plan, and we enter the next phase of our journey with
confidence, purpose and momentum."

 

Chief Executive's Statement

Simon Harrison, Chief Executive Officer, added:

"2025 has been a transformative year for Princes Group, marked by our
successful listing on the London Stock Exchange and strong delivery against
our strategic priorities. In our first months as a listed company, we have
demonstrated the resilience of our business model, delivering robust financial
performance, disciplined execution and structural margin expansion.

We ended the year with a strong net cash position, providing significant
optionality and the financial flexibility to support our growth ambitions. Our
performance reflects a continued focus on high-quality earnings and cash
generation, underpinned by the strength of our brands and the essential nature
of our product portfolio.

Operational excellence remains central to our strategy, with meaningful margin
progression delivered across the Group. At the same time, our international
footprint and strong UK market position continue to differentiate Princes,
reinforcing our role as a partner of choice for customers.

Looking ahead, we remain focused on disciplined, value-accretive growth. Our
robust balance sheet and platform position us well to capitalise on a growing
pipeline of M&A opportunities, while continuing to invest in the business
to drive sustainable long-term value for shareholders."

Financial Review

 

 Results (£m)                                             Consolidated Year Ended December   Consolidated Nine Month Period End  Unaudited Pro-forma   Unaudited Pro-forma
                                                          2025

                                                                                             December                            Year Ended December   Year Ended December

                                                                                             2024                                2025                  2024

 Revenue                                                  1,872                              1,275                               1,919                 2,053
 EBITDA                                                   144.0                              56.9                                145.5                 101.5
 Non recurring items                                      4.0                                8.1                                 4.0                   20.8
 Adjusted EBITDA                                          148.0                              65.0                                149.5                 122.3
 Profit / (Loss) before Taxation                          55.4                               (5.8)                               80.7                  13.2
 Profit / (Loss) after Taxation                           37.1                               (8.3)                               61.4                  9.3
 Net Cash Position (excluding IFRS 16 lease liabilities)  394.6                              (366)                               394.6                 (366)

 

The Group ended the year with a net cash position of £394.6 million
(excluding IFRS 16 lease liabilities of £83.6 million), compared with net
debt of £366.0 million (excluding IFRS 16 lease liabilities of £51.1
million) at FY2024, reflecting the transformational impact of the IPO proceeds
and strong operating cash flow. Including IFRS 16 lease liabilities, the net
cash position was £311.0 million.

Cash and cash equivalents and amount held in cash pooling totalled £584.7
million, while total shareholder equity was £1,076.2 million, reflecting the
strong asset base and reinforced by recent real estate investments. Property,
plant and equipment increased to £447.3 million (FY2024: £385.3 million).

 

Current Trading and Outlook

The underlying business trend is in line with expectations. Some portfolio
optimisation effects are expected to continue impacting the top line in H1
2026, although underlying volumes remain resilient across the Group's core
categories and recent contract wins in the UK and Europe provide good
visibility into the second half.

Profitability improvement is continuing in line with the expected trajectory,
supported by the structural efficiency gains delivered in FY2025 and the
ongoing activation of the Group's medium-term value creation programme.

In light of prevailing macro-economic conditions and their potential impact on
energy costs, the Group has implemented targeted actions to contain any
negative impacts while continuing to monitor the evolving energy and raw
material environment, including the impact on fuel, sea transport, and plastic
packaging costs, and will implement its pass-through pricing mechanisms as
necessary. The Group has secured approximately 70% of its energy requirements
for 2026, providing a good level of cost visibility and protection against
near-term volatility. The remaining exposure is being actively managed through
a disciplined, phased procurement approach. In transport and logistics, the
Group is observing renewed inflationary pressures, with fuel prices increasing
and both road haulage and sea freight costs trending upwards, including the
reintroduction of fuel surcharges by major carriers. The Group maintains a
diversified logistics network and long-standing carrier relationships, and is
actively managing these cost pressures through contractual mechanisms, route
optimisation and, where appropriate, pricing actions.

On strategy, the M&A pipeline remains active, with several near-term
opportunities under evaluation. The Group's net cash position of £395 million
(excluding IFRS 16 lease liabilities of £83.6 million) provides substantial
financial flexibility to pursue value-accretive transactions without recourse
to further financing.

Despite the current macro-economic uncertainty, Management remains confident
in the Group's strategy and confirms its medium-term guidance of £3 billion+
revenue, +300 basis points of EBITDA margin expansion from FY2024 levels, and
underlying FCF conversion of greater than 60%.

Results presentation live webcast - today, 31 March at 9:30 a.m. BST

A live webcast of the presentation including Q&A will be held today at
9:30am BST for investors and analysts and will be available via our website at
https://www.princesgroup.com/ (https://www.princesgroup.com/) or on
https://brrmedia.news/PRN_FY25 (https://brrmedia.news/PRN_FY25) . This will be
available for playback after the event.

The supporting presentation will be made available on the Group's website
ahead of the webcast.

 

 

Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise:

"EBITDA"                Earnings before interest, tax,
depreciation and amortization. EBITDA used by the CODM is exclusive of
non-controlling interest.

"Adjusted EBITDA"                       EBITDA including
Non-recurring items, that are unusual non-operational or one-time
transactions that can have a substantial impact on
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 the
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Group's financial performance
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. As such these amounts can distort the true operational performance of the
Group and the comparable performance of the Group over time.  Non-recurring
items are typically unusual, infrequent, and not expected to recur in the
future. Such items can vary widely, encompassing gains or losses from the sale
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 of assets, litigation settlements, restructuring costs and impairment
charges.

"Net Cash Position"         Cash and Cash equivalents including
cashpooling, less any current and non current borrowing plus current and non
current lease liabilities.

 

Underlying Free cashflow"        EBITDA impacted by changes in lease
liabilities, tax, and financing, along with changes in working captial and
capital expenditure. Underlying excludes capital expenditure of £82m for Real
Estate Investments.

Consolidated Income Statement (unaudited)

 For the year ended 31 December 2025

 

 

All revenue and operating profits relate solely to the group's continuing
operations.

 

 

 

 

Consolidated statement of comprehensive income (unaudited)

As at 31 December 2025

 

 

 

Consolidated statement of financial position (unaudited)

As at 31 December 2025

Consolidated statement of financial position (unaudited)

As at 31 December 2025

Consolidated statement of changes in equity (unaudited)

 For the year ended 31 December 2025

 

 

 

 

Consolidated cash flow statement (unaudited)

For the year ended 31 December 2025

Notes to the unaudited consolidated financial statements

For the year ended 31 December 2025

1.         Material accounting policies

General information

The unaudited financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2025 and 31
December 2024. Information has been extracted from the draft statutory
financial statements for the year ended 31 December 2025 which will be
delivered to the Registrar of Companies in due course. Accordingly, the
financial information for 2025 is presented unaudited in the preliminary
announcement. The comparatives for the Consolidated financial statements are
stated as unaudited as for the nine months ended 31 December 2024, as the
Company took the exemption under Section 400 of the Companies Act 2006 to
prepare Consolidated financial statements.

The consolidated financial statements have been prepared in accordance with UK
adopted International Accounting Standards (UK IFRS).  The financial
statements have been prepared on the historical cost basis, except for the
revaluation of financial instruments (including derivative instruments) and
defined benefit pension plans that are measured at fair values at the end of
each reporting period.

 

Corporate information

Princes Group plc (formerly Princes Limited) (the "Company") is a public
company limited by shares incorporated and domiciled in the United Kingdon and
registered in England and Wales under the Companies Act.  The address of the
registered office is Royal Liver Building, Pier Head, Liverpool, L3 1NX. On 11
August 2025, the Company re-registered as a public limited company (plc) under
Section 90 of the Companies Act 2006.

The primary business of the Group and Company is Food and Drinks
Manufacturing.

On 17 June 2024, a purchase and sale agreement was entered into with
Mitsubishi Corporation as seller, pursuant to which Newlat Food S.p.A (now
NewPrinces S.p.A) acquired 100% of the share capital of the Company for a net
cash consideration of GBP 1. The purchase was then finalised at the end of
July. The Agreement stipulated that Newlat Food S.p.A must provide the
necessary financial resources to enable the Company to repay its outstanding
loan to Mitsubishi Corporation. The transaction was financed through a €200
million loan from Newlat Food S.p.A and a €300 million loan that was
provided by a pool of leading international banks.

On 30 July 2024, all of the conditions stipulated in the agreement for the
acquisition of the Company were fulfilled and therefore Newlat Food S.p.A
acquired the entire share capital of the Company.

Following the acquisition, the Company changed it's financial year end from 31
March to 31 December, to align with the Newlat Group, resulting in a shortened
previous reporting period of nine months.

During the financial year, the company completed a number of business
combinations that are summarised below with further details included in note
6.

 

On 1 January the Group entered into an agreement with NewPrinces S.p.A
subsidiary Symington's Limited which gave the Group the right to conduct and
operate the Symington's business for a two-year term.  Symington's
specialises in the production and sale of instant noodle products. The
agreement gives the Group the right to use Symington's contractual and
employment relationships as well as the tangible and intangible assets which
are required to carry out the business. Subsequent to this, the group acquired
all of the share capital of the entity.

 

On the same date, the Group entered into an agreement with NewPrinces S.p.A
for its Pasta, Bakery Products and Special Product category business which
gave the Group the right to conduct and operate this business for a two-year
term, which was subsequently extended to five years.  The agreement gives the
Group the right to use the business' contractual and employment relationships
as well as the tangible assets which are required to carry out the business.

 

Share acquisitions were also carried out during the year with New Princes
S.p.A for it's France S.A.S and Newlat GmbH businesses.  Princes France S.A.S
specialises in the manufacture of Bakery Products whilst Newlat GmbH expands
the Group's pasta operations in Europe.

 

The accounting for the initial agreement and subsequent share acquisition for
each of the businesses, is reflected in the group's accounts as a business
combination under common control using predecessor accounting with assets and
liabilities recognised at their existing carrying values from NewPrinces S.p.A
accounts.  No new goodwill has been recognised, with any difference between
the carrying amounts and consideration being recognised in equity.

 

On 31 October 2025 the Company listed on the London Stock Exchange Main Market
and issued a further 174,702,956 ordinary shares upon IPO. The shares were
issued at a price of £4.75 in exchange for total consideration of
£829,839,000 consisting of both cash and the settlement of loans that were
due to the parent company. The issue of the new shares resulted in
£17,470,000 of new share capital and £812,369,000 of new share premium.
Further details are provided in note 4.

 

Basis of preparation of the financial statements on a going concern basis

After making enquiries, the Board has a reasonable expectation that the Group
has adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the consolidated financial statements. The forecast for the
going concern assessment period to 31 December 2027 has been updated for the
business's best estimate of cash flow in the period, as per the latest trading
forecasted business plan for the period.

The Board's treasury policies are in place to maintain a strong capital base
and manage the Group's balance sheet and liquidity to ensure long-term
financial stability. These policies are the basis for investor, creditor and
market confidence and enable the successful development of the business.

The Directors have reviewed the business' cash flow projections, together with
the availability of the committed borrowing facilities, for a period of at
least 18 months from the date of approval of Consolidated Financial
Statements. The Directors have also considered the headroom against covenants
under the Group's borrowing facilities.

The Directors have assessed the main sources of financing, being the existing
liquid cash resources, and the €100m line of credit facility.

In reviewing the cash flow forecast for the period, the directors reviewed the
trading for all business segments, considering the experience gained from
events of the last three years of trading and emerging trading patterns, The
directors have a thorough understanding of the risks, sensitivities and
judgements included in these elements of the cash flow forecast.

As a downside scenario, the directors considered a situation in which
inflationary costs are not fully recovered through pricing, there is an
adverse movement in trading volumes within the Group and severe IT outages
occur leading to a period of non-operation across the production facilities.
This downside scenario was modelled without taking any mitigating actions
within their control. Under this downside scenario the Group forecasts
liquidity throughout the period. The likelihood of these circumstances is
considered remote for two reasons. Firstly, over such a period, management
could take substantial mitigating actions, such as reviewing pricing, taking
cost-cutting measures and reducing capital investment. Secondly, the Group has
significant business and asset diversification and would be able to, if it
were necessary, dispose of assets and/or businesses to raise considerable
levels of funds.

2.

Segmental Analysis

(i)   Non-controlling interest adjustment is required to reconcile profit
before income tax reported in the income statement to the measure used by the
CODM when assessing performance. This is because the measure of EBITDA used by
the CODM is exclusive of non-controlling interest.

 

3.   Earnings per Share

The calculation of earnings per ordinary share is based on earnings after tax
attributable to equity shareholders of the Company and the weighted average
number of ordinary shares in issue during the year.

The calculation of the basic and diluted earnings per share is based on the
following data:

There are no potential ordinary shares that could be dilutive or anti-dilutive
to the earnings per share measure. The weighted average number of shares used
to calculate the earnings per share for the nine months ended 31 December 2024
has been adjusted retrospectively, in line with IAS 33, for the subdivision of
shares that reduced the nominal value of share capital from £1 to £0.10 on
21 October 2025.

4.   Share capital

 

During the period the company completed a sub-division of existing shares that
reduced the nominal value of each share from £1 to £0.10 on 25 October 2025.

 

On 31 October 2025 the company listed on the London Stock Exchange and issued
a further 174,702,956 ordinary shares upon IPO. The shares were issued at a
price of £4.75 in exchange for total consideration of £829,839,000
consisting of both cash and the settlement of loans that were due to the
parent company. The issue of the new shares resulted in £17,470,000 of new
share capital and £812,369,000 of new share premium. Transaction costs of
£6,140,000 were capitalised against share premium.

 

The capitalisation of £429,699,000 of parent loans upon IPO resulted in
£9,046,295 of new share capital and £420,652,705 of associated share
premium.

 

The company has one class of ordinary shares which carry no right to fixed
income.

 

5.   Related party transactions

The Group has a controlling relationship with its immediate parent company,
NewPrinces SpA and its ultimate parent company, Newlat Group SA. The Group has
a related party relationship with its associates and joint ventures and with
its directors. In the course of normal operations, related party transactions
entered into by the Group have been contracted on an arm's length basis.

The following is a description of material transactions currently in force to
which the Company or its subsidiaries have been a party. The transactions that
entered into with related parties (hereafter "Related Party Transactions"),
identified in accordance with the criteria defined in IAS 24 - Related Party
Disclosures, are mainly of a business and financial nature and entered into
under normal market conditions.

During the year the related party loans of £429,699,000 were capitalised.

 

6.   Business Combinations

On 1 January the Group entered into an agreement with NewPrinces S.p.A
subsidiary Symington's Limited which gave the Group the right to conduct and
operate the Symington's business for a two-year term.  Symington's
specialises in the production and sale of instant noodle products. The
agreement gives the Group the right to use Symington's contractual and
employment relationships as well as the tangible and intangible assets which
are required to carry out the business. Subsequent to this, the group acquired
all of the share capital of the entity.

 

On the same date, the Group entered into an agreement with NewPrinces S.p.A
for its Pasta, Bakery Products and Special Product category business which
gave the Group the right to conduct and operate this business for a two-year
term, which was subsequently extended to a five year term.  The agreement
gives the Group the right to use the business' contractual and employment
relationships as well as the tangible assets which are required to carry out
the business.

 

Share acquisitions were also carried out during the year with New Princes
S.p.A for it's France S.A.S and Newlat GmbH businesses.  Princes France S.A.S
specialises in the manufacture of Bakery Products whilst Newlat GmbH expands
the Group's pasta operations in Europe.

 

The accounting for the initial agreement and subsequent share acquisition for
each of the businesses, is reflected in the group's accounts as a business
combination under common control using predecessor accounting with assets and
liabilities recognised at their existing carrying values from NewPrinces S.p.A
accounts.  No new goodwill has been recognised, with any difference between
the carrying amounts and consideration being recognised in equity.

 

Consideration was £122.9m for net assets acquired of £88.9m, with the excess
of £34.0m credited to equity. Cash of £71m was acquired with the businesses,
giving net cash outflow of £51.6m.

 

 

7.   Events after the statement of financial position date

On 1 January 2026, Plasmon Srl (company acquired by the majority shareholder
NewPrinces from Kraft Heinz Italy as part of the acquisition of the Plasmon,
Nipiol, Bi-Aglut, Aprotein, and Dieterba brands and Latina's plant)
transferred the business to Princes Italia SpA through an operating lease
agreement.

Subsequent to the year-end closing as of 31 December 2025, the international
geopolitical environment has continued to be characterized by significant
elements of uncertainty, also in relation to the conflict and tensions in the
Middle East, with particular reference to the situation in Iran. These
dynamics could have effects on international markets, particularly on energy
and raw materials, with possible repercussions on inflationary trends and
companies' operating costs.

As of the date of preparation, there are no direct or immediately quantifiable
impacts on the economic, equity, and financial position of the Company and the
Group. However, management continues to closely monitor the evolution of the
geopolitical and macroeconomic environment in order to promptly assess any
indirect effects that may arise during the financial year, particularly in
terms of increased procurement costs, energy price volatility, and potential
inflationary pressures.

 

 

Enquiries

 

For further information, please contact:

 

 Princes Group plc

 Benedetta Mastrolia, Investor Relations Director   investors@princesgroup.com (mailto:investors@princesgroup.com)

 Barabino & Partners UK                             princes@barabino.co.uk (mailto:princes@barabino.co.uk)

 Financial PR communications                        +44 (0)7542 846844

 Georgia Colkin                                     +44 (0)7852 210329

 Caroline Merrell

 

 

 

Princes Group plc

Princes Group is a leading international platform in the United Kingdom and
European food and beverage sector. The Group operates across five business
units: Foods, Fish, Italian, Oils, and Drinks and holds leading positions in
both branded and customer own brand products.

The Group's branded portfolio includes well-known, trusted brands such as
Princes, Napolina, Branston, Batchelors, Flora, Crisp 'N Dry, Delverde,
Plasmon, Naked, and Vier Diamanten.

By combining industrial expertise with long-standing supply partnerships,
Princes Group is a trusted partner to a diverse range of blue-chip customers,
including major food retailers, B2B partners, and the foodservice industry,
reaching over 8,000 clients globally and exporting to more than 60 countries.

Headquartered in Liverpool, UK, Princes Group generated £1.9 bn pro forma
revenues in the twelve months ended 31 December 2025, employs approximately
7,800 people and operates 24 production facilities across the United Kingdom,
continental Europe, and Mauritius, supported by 21 warehouses and distribution
centres and three offices in the UK, Poland, and the Netherlands.

With a strong production network, the Group is well-positioned for future
growth, consistently delivering quality, innovation, and reliable supply
across multiple categories, while upholding its commitment to excellence and
long-term customer relationships.

For more information, visit www.princesgroup.com
(http://www.princesgroup.com/) .

 

 

IMPORTANT LEGAL INFORMATION

 

The financial information disclosed in this announcement which has been marked
as "pro forma" (or variations thereof) ("pro forma financial information") is
unaudited and has not been reviewed by the Company's auditors. The pro forma
financial information is therefore subject to change without notice. The pro
forma financial information has been produced for illustrative purposes only,
by its nature addresses a hypothetical situation and, therefore, does not
represent the Group's actual financial position or results. Such information
may not, therefore, give a true picture of the Group's financial position or
results of operations nor is it indicative of its future results.

 

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, ambitions, 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. The Company, all members of the Group, and all 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
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