REG - Trustpilot Group PLC - Share Buyback Programme

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RNS Number : 4250Z  Trustpilot Group PLC  16 September 2025

 

16 September 2025

Trustpilot Group plc

 

Share Buyback Programme

 

Trustpilot Group plc ("Trustpilot" or the "Company") announces that, beginning
today, 16 September 2025, it will commence a share buyback programme of up to
£30 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 5 September 2025, the Company successfully completed three buyback
programmes, which saw the purchase and cancellation of 26,762,736 of its
ordinary shares of £0.01 each ("Ordinary Shares"); a return of surplus
capital to shareholders of approximately £60 million.

 

Purchases under the Buyback Programme are conditional on compliance with all
legal and regulatory requirements and, in particular, on the Company having
distributable reserves available for the purpose at the relevant time.

 

Trustpilot has entered into an agreement with Numis Securities Limited
(trading for these purposes as Deutsche Numis) ("Deutsche Numis") to purchase
Trustpilot's Ordinary Shares up to a maximum aggregate consideration
(excluding expenses) of £30 million (which would amount to approximately
US$40 million at prevailing exchange rates) under the Buyback Programme.
Deutsche Numis 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 other trading venues and in
accordance with share purchase authorities granted to the Company by its
shareholders at the 2025 Annual General Meeting. Deutsche Numis 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 2025 Annual General Meeting (the
"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 2026 AGM and 20 August 2026, is 36,179,442, being the
maximum number permitted under the Authority. The Buyback Programme shall
terminate upon the earliest to occur of the purchase by Deutsche Numis of such
maximum number of Ordinary Shares or of Ordinary Shares with a maximum
aggregate consideration (excluding expenses) of £30 million, or the expiry of
the 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 330 million active reviews and over 60 million monthly active
users across the globe,

with 149 billion annual Trustpilot brand impressions, and the numbers keep
growing. We have more

than 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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