REG - Shawbrook Group PLC - Exercise of Over-allotment Option

ShawbrookAnnouncement

28/11/2025 17:15

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RNS Number : 5191J  Shawbrook Group PLC  28 November 2025

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28 November 2025

Shawbrook Group plc

Exercise of Over-allotment Option

Further to its announcement on 30 October 2025 relating to its initial public
offering (the "Offer"), Shawbrook Group plc ("Shawbrook") announces that
Barclays Capital Securities Limited, acting as the stabilising manager, has
today given notice to exercise the over-allotment option (the "Over-allotment
Option") granted by Marlin Bidco Limited in respect of 13,673,547 ordinary
shares in Shawbrook at the offer price of 370 pence per share.

Giving effect to the exercise of the Over-allotment Option, the final size of
the Offer is approximately £398 million (approximately 108 million ordinary
shares), representing approximately 21 per cent. of the ordinary shares in
Shawbrook.

Enquiries:

 Teneo                       T:   +44 (0) 20 7260 2700

(PR adviser to Shawbrook)

Tom Murray

 Zander Swinburne

 Oscar Burnett
                             T:    +44 (0) 20 7623 2323

 Barclays
 Arif Vohra

 Chris Madderson

 Matthew Naylor

 Ben Newmark

 

Important legal information

The information contained in this announcement is for background purposes only
and does not purport to be full or complete, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. 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 only addressed to and directed at specific addressees
who: (A) if in a member state of the European Economic Area ("EEA"), are
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the
"Prospectus Regulation", respectively); (B) if in the United Kingdom, are: (a)
"qualified investors" within the meaning of Article 2(e) of the UK version of
the Prospectus Regulation as it forms part of retained EU law by virtue of the
European Union (Withdrawal) Act 2018 who are (i) persons having professional
experience in matters relating to investments who fall within the definition
of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order; or (iii) are other persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of Financial
Services and Markets Act 2000 (as amended)) in connection with the sale of any
securities of Shawbrook or any member of its group may otherwise lawfully be
communicated or caused to be communicated; or (iv) members of RetailBook's
partner network of investment platforms, retail brokers and wealth managers,
to the extent that they participate as intermediaries in the offering, for
onward distribution to retail investors resident in the United Kingdom only
(all such persons referred to in (i), (ii), (iii) and (iv) together being
"Relevant Persons"). This announcement must not be acted 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 activity to which this announcement relates: (i) in the United
Kingdom, is available only to, and may be engaged in only with, Relevant
Persons; and (ii) in the EEA, is available only to, and may be engaged in only
with, Qualified Investors.

This announcement is not for release, publication or distribution in whole or
in part, directly or indirectly, in or into or from the United States, Canada,
Australia, South Africa, Japan or any other jurisdiction where such
distribution would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. This announcement does not constitute a prospectus or form
part of any offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for, or otherwise invest in, securities to any
person in any jurisdiction to whom or in which such offer or solicitation is
unlawful, including the United States (including its territories or
possessions or any State of the United States and the District of Colombia
(together, the "United States")), Canada, Australia, South Africa or Japan.
The securities referred to in this announcement have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold, resold, pledged, delivered,
distributed or otherwise transferred, directly or indirectly, in the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction in the
United States.

Nothing contained in this announcement constitutes or should be construed as
being: (i) investment, financial, tax, accounting or legal advice; (ii) a
representation that any investment or investment strategy is suitable or
appropriate to your particular circumstances; or (iii) a personal
recommendation to you. No statement contained in this announcement is intended
to be, and nor shall any such statement be construed as, a profit forecast.

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of rounding, the totals of
data presented in this announcement may vary slightly from the actual
arithmetic totals of such data.

For the avoidance of doubt, the contents of the Shawbrook's website are not
incorporated into, and do not form part of, this announcement.

 

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