REG - Deutsche Bank AG Ln Trustpilot Group PLC - Results of secondary placing in Trustpilot

TrustpilotAnnouncement

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RNS Number : 8557X  Deutsche Bank AG London  24 March 2026

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW

 

This announcement contains inside information.

 

24 March 2026

 

RESULTS OF SECONDARY PLACING OF ORDINARY SHARES IN TRUSTPILOT GROUP PLC

 

Further to the announcement released on 23 March 2026 in relation to a
proposed secondary sale of ordinary shares (the "Placing Shares") in
Trustpilot Group plc ("Trustpilot" or the "Company"), Advent Global
Opportunities Master Limited Partnership ("Advent Global Opportunities" or the
"Seller"), announces that, subject to completion, it has sold in aggregate
21,593,421 ordinary shares at the price of 214 pence per share, raising
aggregate gross proceeds of approximately £46 million.

 

Deutsche Bank AG ("Deutsche Bank") acting through its London Branch trading as
Deutsche Numis ("Deutsche Numis") is acting alongside J.P. Morgan Securities
plc ("J.P. Morgan"), which conducts its UK investment banking activities as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), as joint bookrunners in
connection with the Placing (Deutsche Numis and J.P. Morgan together the
"Joint Bookrunners").

 

Trustpilot will not receive any proceeds from the Placing.

 

Upon successful completion of the transaction, Advent Global Opportunities
Management LLC will continue to hold a small residual stake of approximately
250,000 shares through a separate fund, which if sold in the future will not
be through a capital markets event.

 

Contacts / Enquiries

 

Deutsche Numis, Joint Bookrunner

William Baunton / Jonny Abbott / Nelly Pearse

+44 (0) 20 7545 8000

J.P. Morgan Cazenove, Joint Bookrunner

Will Holyoak / Roie Spitzer / Rohan
Misra

 +44 (0) 20 7742 4000

 

 

 

 

 

 

Important Notice:

The Placing and the distribution of this announcement and other information in
connection therewith or herewith in certain jurisdictions may be restricted by
law, and persons into whose possession this announcement, any document or
other information referred to herein comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction. No
action has been taken by the Company, the Joint Bookrunners or the Joint
Bookrunners' respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or distribution
of this announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required.

In particular, this announcement does not contain or constitute an offer of,
or the solicitation of an offer to buy or subscribe for, Placing Shares to any
person in the United States, Canada, Australia, Japan or South Africa, or in
any jurisdiction in which such offer or solicitation is unlawful. The Placing
Shares have not been and will not be registered under the U.S. Securities Act
1933, as amended (the "U.S. Securities Act") and may not be offered or sold in
the United States except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
compliance with applicable United States state law. There will be no public
offer of the Placing Shares in the United States or in any other jurisdiction.

This communication is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares or a solicitation of any vote or approval.
This announcement does not comprise a prospectus under any applicable laws.
Copies of this document may not be sent to, distributed in or sent from
jurisdictions in which this is barred or prohibited by law. The information
contained herein shall not constitute an offer to sell or the solicitation of
an offer to buy, in any jurisdiction in which such offer or solicitation would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any jurisdiction and there shall be
no sale of securities in any such jurisdiction.

In member states of the European Economic Area (the "EEA"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of article 2(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129) ("Qualified Investors").

In the United Kingdom, this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors" as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024, and: (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, or
(iii) to whom it may otherwise lawfully be communicated (all such persons
together with Qualified Investors in the EEA being referred to herein as
"Relevant Persons"). This announcement is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.

This announcement has been issued by and is the sole responsibility of Advent
Global Opportunities Master Limited Partnership. No representation or
warranty, express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by the Joint Bookrunners
or by any of their respective affiliates or agents as to, or in relation to,
the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request. J.P. Morgan is authorised by the
Prudential Regulation Authority and regulated by the Prudential Regulation
Authority and the Financial Conduct Authority.

The Joint Bookrunners are acting exclusively for the Seller and no one else in
connection with the Placing, the content of this announcement and other
matters described in this announcement. The Joint Bookrunners will not regard
any other person as their client in relation to the Placing, the content of
this announcement and other matters described in this announcement and will
not be responsible to anyone (including any placees) other than the Seller for
providing the protections afforded to their client or for providing advice to
any other person in relation to the Placing, the content of this announcement
or any other matters referred to in this announcement.

None the Joint Bookrunners, any of their respective affiliates nor any of
their directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to 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 Seller, the
Company, their respective subsidiaries 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 this
announcement or its contents or otherwise arising in connection therewith. The
contents of this announcement have been prepared by and are the sole
responsibility of the Seller.

This announcement does not constitute a recommendation to acquire any ordinary
shares in the Company. This announcement does not purport to identify or
suggest the risks (direct or indirect) which may be associated with an
investment in the Company or its ordinary shares. Any investment must be made
solely on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.

In connection with the Placing, the Joint Bookrunners and any of their
respective affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such
shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or dealing
by, the Joint Bookrunners and their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners and their respective affiliates
may enter into financing arrangements (including swaps, warrants or contracts
for differences) with investors in connection with which the Joint Bookrunners
and their respective affiliates may from time to time acquire, hold or dispose
of shares. The Joint Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The Joint Bookrunners and their respective affiliates may have engaged in
transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which they would
have received customary fees and commissions. The Joint Bookrunners and their
respective affiliates may provide such services to the Company and/or its
affiliates in the future.

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 Placing Shares to be sold pursuant to the Placing will not be admitted to
trading on any stock exchange other than the London Stock Exchange.

 

 

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