THIS
ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT
IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF TRUSTPILOT
GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
16 July 2024
Result of secondary
placing in Trustpilot Group PLC
Further to the announcement on 15
July 2024 in relation to a proposed placing of ordinary shares in
Trustpilot Group PLC ("Trustpilot" or the "Company"),
Trafalgar Acquisition S.à. r.l., an entity owned
by funds managed by Vitruvian Partners LLP ("Vitruvian" or the
"Seller"), has sold 12,500,000
ordinary shares in the Company (the "Placing
Shares") at a price of 220 pence per share (the "Placing"). The
Placing Shares represent approximately 3.0 per cent of the
Company's issued share capital1.
The Placing was conducted through an
accelerated bookbuild. Joh. Berenberg, Gossler & Co. KG
("Berenberg") acted as sole bookrunner for the Seller in connection
with the Placing.
The proceeds of the Placing are
payable in cash on usual settlement terms and settlement of the
Placing is expected to occur on 18 July
2024.
Following completion of the Placing,
the Seller will hold 9,544,546
ordinary shares in Trustpilot and will be subject
to a 45 calendar day lock-up which is subject to certain exceptions
and may otherwise only be waived with the consent of
Berenberg.
Trustpilot is not a party to the
Placing and will not receive any proceeds from the
Placing.
(1) 416,715,617 shares in issue as
at 28 June 2024.
For
further information, please contact:
Berenberg
Mark Whitmore / Milo Bonser / Natasha
Ninkov
Tel.: +44 (0) 20 3207 7800
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY
OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND
DIRECTED AT (1) IF IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2 (E) OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE "EU
PROSPECTUS REGULATION") AND (2) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND WHO ALSO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER");
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT 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 AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
This announcement and the information
contained herein is for information purposes only and does not
constitute or form part of any offer or an invitation to acquire or
dispose of securities in the United States, Australia, Canada,
Japan or South Africa or in any jurisdiction in which such an offer
or invitation is unlawful.
The Placing Shares have not been, and
will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
State or other jurisdiction of the United States, and, absent
registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States.
The Placing Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United
States.
No prospectus or offering document
has been or will be prepared in connection with the Placing. Any
investment decision to buy securities in the Placing must be made
solely on the basis of publicly available information. Such
information is not the responsibility of and has not been
independently verified by the Seller, Berenberg or any of their
respective affiliates.
Neither this announcement nor any
copy of it may be taken, transmitted or distributed, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan or South Africa.
Any failure to comply with this restriction may constitute a
violation of U.S., Australian, Canadian, Japanese or South African
securities laws.
The distribution of this announcement
and the offering or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Seller, Berenberg or any of their respective affiliates that
would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution
of this announcement or any other offering or publicity material
relating to the Placing Shares, in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by the Seller and Berenberg to
inform themselves about and to observe any applicable
restrictions.
Berenberg, which is regulated by the
Federal Financial Supervisory Authority in Germany and in the
United Kingdom is authorised and regulated by the Financial Conduct
Authority, is acting only for the Seller in connection with the
Placing and will not be responsible to anyone other than the Seller
for providing the protections offered to the clients of Berenberg,
nor for providing advice in relation to the Placing or any matters
referred to in this announcement.