REG - SSE Plc - Retail Offer by RetailBook

SSEAnnouncement

12/11/2025 07:02

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RNS Number : 1471H  SSE PLC  12 November 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
ASSIMILATED REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE LAW OF THE UK
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED ("RETAILBOOK") WHICH IS AUTHORISED AND
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA") (FRN 994238). THIS
FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN ANY JURISDICTION.

 

For immediate release

12 November 2025

 

SSE PLC ("SSE" OR THE "COMPANY")

 

Retail Offer by RetailBook

 

·      SSE announces a conditional retail offer of Retail Offer Shares
via RetailBook (https://www.retailbook.com/)

·      The issue price for the Retail Offer Shares will be determined at
the close of the bookbuilding process

·      Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation), which includes AJ Bell, Hargreaves Lansdown and
interactive investor

·      Applications for Retail Offer Shares through these partners can
be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs")

·      The Retail Offer is available to both existing shareholders of
the Company and new investors. Priority will be given to applications by
existing shareholders of the Company

·      There is a minimum subscription of £250 per investor in the
Retail Offer

·      No commission will be charged by RetailBook on applications for
Retail Offer Shares

·      Brokers wishing to offer their customers access to the Retail
Offer and future RetailBook transactions, should
contact partners@retailbook.com (mailto:partners@retailbook.com)

·      UK Investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started)

 

 

The Retail Offer

 

SSE is pleased to announce a conditional retail offer of new ordinary shares
of 50 pence each in the capital of the Company ("Ordinary Shares") via
RetailBook (the "Retail Offer" and the Ordinary Shares offered in the Retail
Offer the "Retail Offer Shares").

 

The Company is also conducting a non-pre-emptive placing of new Ordinary
Shares to certain eligible institutional investors by way of an accelerated
bookbuilding process (the "Placing") as announced by the Company earlier
today. For the avoidance of doubt, the Retail Offer is not part of the
Placing.

 

In addition to the Placing and the Retail Offer, the executive management team
and certain directors of the Company have agreed, conditional on the Placing,
to subscribe for new Ordinary Shares (the "Subscription", together with the
Placing and Retail Offer, the "Equity Issue").

 

The issue price of the new Ordinary Shares to be issued pursuant to the
Equity Issue will be determined following the close of the bookbuilding
process (the "Issue Price").

 

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Placing and the Retail Offer being admitted to listing in the
Equity Shares (Commercial Companies) category of the Official List of the
FCA and admitted to trading on the main market for
listed securities of London Stock Exchange plc (the "LSE")
("Admission"). Admission is expected to take place at 8.00 a.m. (London time)
on 14 November 2025.

 

The Retail Offer will not be completed without the Placing also being
completed.

 

The net proceeds of the Equity Issue will be used as part of the overall
funding of SSE's five-year strategic investment plan for FY26-30. Please refer
to the separate announcement released earlier today titled "Strategic Update".

 

The proposed issue and allotment of the new Ordinary Shares pursuant to the
Equity Issue is within the existing shareholder authorities granted to the
Company at its Annual General Meeting held on 17 July 2025. The board of
directors of the Company believes that the Equity Issue, including the Retail
Offer, is in the best interests of shareholders and the Company's wider
stakeholders.

 

Reasons for the Retail Offer

 

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders so as to minimise cost and
time to completion, the Company values its retail shareholder base and is
therefore pleased to provide retail investors the opportunity to participate
in the Retail Offer in line with the Pre-Emption Group guidelines.

 

The Retail Offer is open to eligible investors resident and physically located
in the United Kingdom following release of this announcement. The Retail
Offer is expected to close at the same time as the Placing and may close
earlier at the discretion of the Company or if it is oversubscribed.

 

Eligible retail investors can participate through RetailBook's partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. More information on RetailBook's partner network can
be found here (https://www.retailbook.com/solutions/retail-investors) .

 

Applications for Retail Offer Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue. This includes the interim dividend announced by the
Company today.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . UK Investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started) .

 

Eligibility for the Retail Offer

 

The Retail Offer is available to new investors and existing shareholders of
the Company in the UK. Priority will be given to applications by existing
shareholders of the Company.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating partner.

 

Eligible investors wishing to subscribe for Retail Offer Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the Retail Offer.

 

Some RetailBook partners may only accept applications from their existing
customers and/or existing shareholders in the Company.

 

There is a minimum subscription of £250 per investor. The terms and
conditions on which eligible investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges. Note, no commission will be charged to investors by RetailBook in
connection with the Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion and will give priority to applications by its existing
shareholders. The Company reserves the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

 

Investors should also note that the Retail Offer will remain open alongside a
live share price and the market price of the shares may be less than the Issue
Price.

Current trading and 2025/26 outlook

Please refer to the separate announcement released today titled "SSE plc:
Interim Results".

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries

 

 SSE
 Investors           SSE Investor Relations  ir@sse.com (mailto:ir@sse.com)                                         Michael Livingston  +44 (0)345 0760 530
 Media               SSE Media               media@sse.com (mailto:media@sse.com)                                   Ross Easton         +44 (0)345 0760 530
                     MHP                                                                                            Oliver Hughes       +44 (0)7885 224 532
                                                                                                                    James McFarlane     +44 (0)7854 142 665
 RetailBook Limited                          capitalmarkets (mailto:capitalmarkets@retailbook.com) @retailbook.com  Fahim Chowdhury
                                             (mailto:capitalmarkets@retailbook.com)

                                                                                                                    James Deal

 

 

 

The person responsible for making this Announcement on behalf of the Company
is Liz Tanner, Group General Counsel and Company Secretary.

 

Important Notices

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by RetailBook solely for the
purposes of section 21(2)(b) of FSMA.

 

It is a term of the Retail Offer that the total value of the new Ordinary
Shares available for subscription at the Issue Price under (i) the Retail
Offer; and (ii) any other offer to the public in the United Kingdom falling
within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of
€8 million. The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section 86(1)(e) and
86(4) of FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the FCA, or for approval of the
same by the FCA. The Retail Offer is not being made into any jurisdiction
other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA's Disclosure Guidance and Transparency Rules (the
"DTRs") and UK MAR.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under any
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

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.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited is authorised and regulated in the United Kingdom by the
FCA (FRN 994238).

 

The value of the ordinary shares in the capital of the Company and the income
from them is not guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less than you
originally invested. Figures refer to past performance and past performance is
not a reliable indicator of future results. Returns may increase or decrease
as a result of currency fluctuations.

 

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). All statements other than
statements of historical facts included in this Announcement are, or may be
deemed to be, forward-looking statements. Without limitation, any statements
preceded or followed by or that include words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results, performance, achievements or developments to differ
materially from those expressed or implied in any forward-looking statements
and forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied in any way by these forward-looking
statements. Due to such uncertainties and risks, undue reliance should not be
placed on such forward-looking statements, which speak only as of the date
hereof. In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement may not
occur. No representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such forward-looking
statements. No statement in this Announcement is intended to be, nor may it be
construed as, a profit forecast or be relied upon as a guide to future
performance. The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement. The Company, its directors,
RetailBook, their respective affiliates and any person acting on its or their
behalf each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation, the rules and regulations made by the FCA under
section 73A(2) of FSMA and forming part of the FCA Handbook, FSMA, UK MAR, the
DTRs, the rules of the LSE or the FCA.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including 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 or 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. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the LSE.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

 

 

END

 

 

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