REG - Barclays Bank PLC Shawbrook Group PLC - Shawbrook Group plc Pre-Stabilisation Notice

ShawbrookAnnouncement

30/10/2025 07:00

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RNS Number : 4014F  Barclays Bank PLC  30 October 2025

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INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
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UNLAWFUL.

30 October 2025

Shawbrook Group plc

Pre-Stabilisation Notice

Barclays Capital Securities Limited (Contact: Ben Newmark; Telephone: +44 20
3134 8574) hereby gives notice that the Stabilising Manager named below and
its affiliates may stabilise the offer of the following securities in
accordance with the relevant provisions of the Market Abuse Regulation (EU) No
596/2014 (as it forms part of retained EU law as defined in the European Union
(Withdrawal) Act 2018) and Commission Delegated Regulation (EU) 2016/1052 (as
it forms part of retained EU law as defined in the European Union (Withdrawal)
Act 2018).

  The securities
 Issuer                                              Shawbrook Group plc
 Securities                                          Ordinary Shares of £0.005 pence each
 ISIN                                                GB00BV9DPV21
 Offering Size                                       94,007,050 Ordinary Shares (excluding the over-allotment option)
 Description                                         Initial Public Offering of Ordinary Shares
 Offer price                                         370 pence per Ordinary Share

 Stabilisation:
 Stabilising Manager                                 Barclays Capital Securities Limited, 1 Churchill Place, London, E14 5HP,
                                                     United Kingdom
 Stabilisation period expected to start on           30 October 2025 (approximately 08:00am (London time))
 Stabilisation period expected to end no later than  28 November 2025 (close of business)
 Stabilisation trading venue                         London Stock Exchange
 Over-allotment Option:
 Terms of Over-allotment Option                      Marlin Bidco Limited has granted the Stabilising Manager, the option to
                                                     acquire additional Ordinary Shares at the Offer Price. The Over-allotment
                                                     Option may be exercised in full or in part at any time during the
                                                     stabilisation period.
 Maximum size of Over-allotment Option               The Stabilising Manager may over-allot the securities to the extent permitted
                                                     in accordance with the applicable law, up to the maximum size of 14,101,057
                                                     Ordinary Shares.
 Duration of Over-allotment Option                   The Over-allotment Option may be exercised in full or in part at any time
                                                     during the stabilisation period.

In connection with the offer of the above securities, the Stabilising Manager
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
will take any stabilisation action and any stabilisation action, if begun, may
be ended at any time.

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Issuer in any jurisdiction.

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 any member state of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer if made subsequently is, and
will be, directed only at persons who are "qualified investors" ("Qualified
Investors") within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129).

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 does not constitute, or form part of, an offer to sell, or a
solicitation of an offer to purchase any securities in the United States or
any other jurisdiction. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933 as amended (the
"Securities Act") and may not be offered or sold in the United States except
to "qualified institutional buyers" as defined in, and in reliance on, Rule
144A under the Securities Act or another exemption from, or transaction not
subject to, the registration requirements of the Securities Act. All offers
and sales of securities outside of the United States will be made in reliance
on, and in compliance with, Regulation S under the Securities Act. There is no
intention to register any securities referred to herein in the United States
or to make a public offering of the securities in the United States.

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