REG - Trustpilot Group PLC - Share Buyback Programme

TrustpilotAnnouncement

18/03/2025 07:15

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RNS Number : 0939B  Trustpilot Group PLC  18 March 2025

18 March 2025

Trustpilot Group plc

 

Share Buyback Programme

 

Trustpilot Group plc ("Trustpilot" or the "Company") announces that, beginning
today, 18 March 2025, it will commence a further share buyback programme of up
to £20 million (the "Buyback Programme"). As previously stated, the Company
is committed to running an efficient balance sheet and returning excess
capital, not required for other priorities, to shareholders. To this end,
during 2024 and up to 10 March 2025, the Company successfully completed two
buyback programmes, which saw the purchase and cancellation of 18,068,279 of
its ordinary shares of £0.01 each ("Ordinary Shares"); a return of surplus
capital of approximately £40 million.

 

Trustpilot has entered into an agreement with Joh. Berenberg, Gossler &
Co. KG, London Branch ("Berenberg") to purchase Trustpilot's Ordinary Shares
up to a maximum aggregate consideration (excluding expenses) of £20 million
(which would amount to approximately US$25 million at prevailing exchange
rates) under the Buyback Programme. Berenberg will manage the purchases on a
non-discretionary basis, purchasing Ordinary Shares within certain pre-set
parameters and making its trading decisions independently of, and uninfluenced
by, Trustpilot.

 

The purchase of Ordinary Shares, which may commence as soon as today, will be
carried out on the London Stock Exchange and in accordance with share purchase
authorities granted to the Company by its shareholders in annual general
meeting. Berenberg will purchase any Ordinary Shares as principal and
simultaneously be deemed to execute on-market sales of any Ordinary Shares so
purchased to the Company in accordance with the agreement.

 

The sole purpose of the Buyback Programme is to reduce the share capital of
Trustpilot. It is intended that all Ordinary Shares purchased under the
Buyback Programme will be cancelled.

 

The Buyback Programme will be conducted within certain pre-set parameters and
in accordance with the general authority to repurchase Ordinary Shares granted
by Trustpilot's shareholders at the 2024 Annual General Meeting (the
"Authority"), and with a future such authority, if granted by Trustpilot's
shareholders, that is expected to be put to the Company's 2025 Annual General
Meeting (the "2025 AGM") in the ordinary course (the "Proposed Authority"),
and with the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and
Commission Delegated Regulation (EU) 2016/1052 (in each case as such
legislation forms part of Retained EU Law (as defined in the European Union
(Withdrawal) Act 2018)) as well as the applicable laws and regulations of the
UK Financial Conduct Authority.

 

The maximum number of Ordinary Shares that Trustpilot may purchase under the
Buyback Programme before expiry of the Authority, which occurs on the earlier
of the conclusion of the 2025 AGM and 20 August 2025, is 34,128,707, being the
maximum number permitted under the Authority. The maximum number of Ordinary
Shares that Trustpilot may purchase under the Buyback Programme thereafter
will be limited to the maximum number of Ordinary Shares that Trustpilot is
authorised to purchase under the Proposed Authority, if granted by
shareholders. The Buyback Programme shall terminate upon the earliest to occur
of the purchase by Berenberg of such maximum number of Ordinary Shares or of
Ordinary Shares with a maximum aggregate consideration (excluding expenses) of
£20 million, or the latter of the expiry of the Authority and, if approved,
the Proposed Authority.

 

Trustpilot will announce any market repurchases of Ordinary Shares no later
than 7.30 a.m. (UK time) on the business day following the date the repurchase
occurred.

 

Enquiries

Trustpilot

Louise Bryant, Head of Investor Relations

investor.relations@trustpilot.com

+44 (0) 7813 210 809

 

Financial PR

Headland Consultancy

Stephen Malthouse

Rob Walker

Charlie Pepper

+44 (0) 73 1136 9861

 

 

About Trustpilot

Trustpilot began in 2007 with a simple yet powerful idea that is more relevant
today than ever - to be the universal symbol of trust, bringing consumers and
businesses together through reviews. Trustpilot is open, independent, and
impartial - we help consumers make the right choices and businesses to build
trust, grow and improve.

 

Today, we have more than 300 million reviews and 64 million monthly active
users across the globe, with 140 billion annual Trustbox impressions, and
the numbers keep growing. We have nearly 1,000 employees and we're
headquartered in Copenhagen, with operations in Amsterdam, Denver, Edinburgh,
Hamburg, London, Melbourne, Milan and New York

.

 

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