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23 Mar 2021 07:44
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
Trustpilot Group plc
Stabilisation Notice
23 March 2021
Morgan Stanley & Co. International plc hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052, in each case as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.
The securities: | |
Issuer: | Trustpilot Group plc |
Securities: | Ordinary registered shares ("ORDs" or "Ordinary Shares") of the Issuer (ISIN: GB00BNK9TP58) |
Offering size: | 178,596,461 Ordinary Shares (excluding the over-allotment option) |
Offer Price: | 265 pence per Offer Share |
Stabilisation: | |
Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052): | Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA Contact: James Cresswell; telephone: +44 (0)20 7677 0981 |
Beginning of the Stabilisation Period: | 23 March 2021 |
Stabilisation Period to end no later than: | 22 April 2021 |
Trading venue where stabilisation may be undertaken: | London Stock Exchange ("LSE"), BATS, Chi-X |
Over-allotment & Greenshoe Option: | |
Terms: | In connection with the offering (the "Offer"), the Stabilisation Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares sold in the Offer (the "Offer Shares") or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market pursuant to an over-allotment option granted to it in connection with the Offer (the "Over-allotment Option"). The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price of 265 pence per Offer Share. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer. In connection with the Offer, the Stabilisation Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15% of the total number of Offer Shares comprised in the Offer (the "Over-allotment Shares"). The Over-allotment Option is exercisable in whole or in part, upon notice by the Stabilisation Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with all other Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Offer Shares being issued or sold in the Offer and will form a single class for all purposes with the other Ordinary Shares. |
Number of shares covered by Over-allotment Option: | 26,789,470 Ordinary Shares |
Duration: | This option may be executed at any time during the Stabilisation Period. |
Disclaimer
In connection with the offer of the above securities, the Stabilisation Manager or any of its agents may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager or any of its agents will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made 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 (Financial Promotion) Order 2005 (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 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (all such persons together being referred to as "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 the Prospectus Regulation (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.
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