- Title:
Publication of Registration Document - Time:
13:00:00 - Date:
3 Oct 2025 - Category:
Miscellaneous - ID:
0469C
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.
Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Princes Group plc (the "Company"), together with its subsidiaries and subsidiary undertakings and, following completion of the steps set out in the Company's Expected Intention To Float announcement earlier today, "Princes Group" or the "Group", in due course in connection with a possible offer of ordinary shares in the Company (the "Shares") and the possible admission to listing of such Shares to the equity shares (commercial companies) segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc (the "LSE") (the "Offer"). A copy of any Prospectus will, if published, be available for inspection on the Group's website at https://www.princesgroupinvestors.com/ipo subject to certain access restrictions.
3 October 2025
Princes Group plc
Publication of Registration Document
Princes Group plc, a leading international platform in the United Kingdom and European food and beverage sector, announces that, further to the publication this morning of its Expected Intention to Float Announcement, the Registration Document has been approved by the FCA and will shortly be made available for viewing at https://www.princesgroupinvestors.com/ipo subject to certain access restrictions.
A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For more information, please contact:
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Barabino and Partners (Public Relations adviser to Princes Group) |
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Georgia Colkin |
T: +44 (0) 7542846844 |
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Caroline Merrell |
T +44 (0) 7837176599 |
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Joint Global Co-ordinators and Joint Bookrunners |
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BNP Paribas (Sole Sponsor) |
T: +44 (0) 2075959444 |
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Sam McLennan / Tom Snowball / Gaurav Gooptu / Carwyn Evans / Lauren Davies |
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Peel Hunt |
T: +44 (0) 2074188900 |
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James Thomlinson / Brian Hanratty / Sohail Akbar / Andrew Clark |
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Rabobank |
T: +31 657950892 |
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Willem Kroner / Christian Graven / Mathijs van der Meer |
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UniCredit |
T: +39 0200705926 |
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Silvia Viviano / Veronica Bosco / Ronan Mc Cullough |
T: +39 3346742601 |
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Joint Bookrunner |
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Société Générale |
T: +39 028549318 |
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Diego Collaro / Jose Antonio Gagliardi |
T: +33 142135624 |
IMPORTANT LEGAL INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. 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 not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement does not constitute or form part of any offer to sell or issue, or any invitation or solicitation of an offer to buy, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada or Japan. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Shares may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of securities in the United States.
In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons").
In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").
This announcement must not be acted on 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 or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. BNP PARIBAS, Coöperatieve Rabobank U.A., Peel Hunt LLP, Société Générale, UnitCredit Bank AG, the Company or any member of the Group, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.
Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the possible Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
The Company may decide not to go ahead with the possible Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
BNP PARIBAS is authorised and regulated by the European Central Bank and the Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised in the United Kingdom by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation in the United Kingdom by the Prudential Regulation Authority. Details about the extent of BNP PARIBAS' regulation by the Prudential Regulation Authority are available from BNP PARIBAS on request. Coöperatieve Rabobank U.A., is authorised by the Dutch Central Bank (De Nederlandsche Bank), the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and subject to regulation by the European Central Bank. Peel Hunt LLP is authorised and regulated in the United Kingdom by the FCA. Société Générale is a société anonyme, with its registered office at 29 boulevard Haussmann, 75009 Paris, France and with a share capital of EUR 1,000,395,971.25, registered at the Paris Trade register under number 552 120 222. Société Générale is a French credit institution (bank) authorised and supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) (ACPR) and regulated by the Autorité des Marchés Financiers (the French financial markets regulator) (AMF). Details about the extent of Société Générale's authorisation, supervision and regulation are available on request. UniCredit Bank AG is a universal bank with its registered office and principal place of business in Arabellastrasse 12, Munich, Germany. It is entered under HRB 42148 in the B section of the Commercial Register Maintained by Munich Local Court. UniCredit Bank AG is an affiliate of UniCredit S.p.A., Milan, Italy (ultimate parent company). UniCredit Bank AG is subject to regulation by the European Central Bank and Federal Financial Supervisory Authority (BaFin). UniCredit Bank AG, Milan Branch is regulated by Banca d'Italia, the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Federal Financial Supervisory Authority (BaFin). Details about the extent of UniCredit Bank AG's regulation are available on request.
Each of BNP PARIBAS, Peel Hunt LLP, Coöperatieve Rabobank U.A., UniCredit Bank AG, Société Générale, (together "the Banks") are acting exclusively for the Company and no one else in connection with the possible Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible Offer or any transaction or arrangement referred to in this announcement. Each of the Banks and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received fees. Apart from the responsibilities and liabilities, if any, that may be imposed on them by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither of the Banks accepts any responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this announcement or for any other statement made or purported to be made by either of the Banks, or on their respective behalf, in connection with the Company, the Shares or the possible Offer and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.
None of the Banks or any of their respective affiliates or any of their or their affiliates' 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 Company, the Group or its 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.
For the avoidance of doubt, the contents of the Group's website, including the websites of the Group's business units, or any website directly or indirectly linked to the Group's website, are not incorporated by reference into, and do not form part of, this announcement.
Publication of Registration Document13:00:003 Oct 2025Miscellaneous0469C