Stabilisation Notice
09 November 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Airtel Mobile Commerce N.V.
Post-Stabilisation Period Announcement
Further to the pre-stabilisation period notice dated 9 October 2026 and the mid-stabilisation period notices dated 16 October 2026, 23 October 2026, 30 October 2026 and 6 November 2026 respectively, Citigroup Global Markets Limited (Contact: Naveen Mittel +44 20 7986 2175) hereby gives notice that the Stabilising Manager named below and its affiliates undertook stabilisation (within the meaning of Article 3(2)(d) of Regulation (EU) No 596/2014, as it forms part of assimilated law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powers conferred by such Act)) in relation to the offer of the following securities, as set out below.
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The securities: |
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Issuer: |
Airtel Mobile Commerce N.V. (the “Company”) |
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Securities: |
Ordinary shares with a nominal value of €0.01 each (“Ordinary Shares”) |
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ISIN: |
NL0015074C60 |
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Offering size: |
270,000,000 Ordinary Shares (excluding the Ordinary Shares subject to the over-allotment option) |
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Offer price: |
£1.96 per Ordinary Share |
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Stabilising manager: |
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Name: |
Citigroup Global Markets Limited (the “Stabilising Manager”), Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom |
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Stabilisation: |
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Stabilisation started: |
9 October 2026 |
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Stabilisation last occurred: |
6 November 2026 |
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Stabilisation trading venue: |
London Stock Exchange (Main Market) |
For each of the dates during which stabilisation transactions were carried out, the aggregate quantity and price range was as follows:
|
Execution Date |
Aggregate Quantity |
Lowest Price |
Highest Price |
Price Currency |
Stabilisation Trading Venue |
|
09 October 2026 |
18,508,115 |
184.26 |
196.00 |
GBp |
London Stock Exchange |
|
12 October 2026 |
2,533,268 |
178.00 |
184.50 |
GBp |
London Stock Exchange |
|
13 October 2026 |
692,818 |
174.06 |
176.00 |
GBp |
London Stock Exchange |
|
14 October 2026 |
1,091,864 |
179.00 |
188.00 |
GBp |
London Stock Exchange |
|
15 October 2026 |
221,822 |
185.00 |
193.58 |
GBp |
London Stock Exchange |
|
16 October 2026 |
124,885 |
192.90 |
196.00 |
GBp |
London Stock Exchange |
|
19 October 2026 |
182,058 |
191.00 |
194.20 |
GBp |
London Stock Exchange |
|
20 October 2026 |
700,259 |
180.80 |
190.00 |
GBp |
London Stock Exchange |
|
21 October 2026 |
20,679 |
181.40 |
184.80 |
GBp |
London Stock Exchange |
|
22 October 2026 |
410,000 |
180.00 |
185.40 |
GBp |
London Stock Exchange |
|
23 October 2026 |
282,659 |
178.60 |
182.60 |
GBp |
London Stock Exchange |
|
26 October 2026 |
88,269 |
183.60 |
187.20 |
GBp |
London Stock Exchange |
|
27 October 2026 |
205,799 |
184.60 |
189.80 |
GBp |
London Stock Exchange |
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28 October 2026 |
250,000 |
187.20 |
188.80 |
GBp |
London Stock Exchange |
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29 October 2026 |
267,764 |
188.20 |
191.00 |
GBp |
London Stock Exchange |
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30 October 2026 |
223,496 |
185.80 |
190.00 |
GBp |
London Stock Exchange |
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02 November 2026 |
204,405 |
185.20 |
189.00 |
GBp |
London Stock Exchange |
|
03 November 2026 |
91,988 |
184.80 |
188.00 |
GBp |
London Stock Exchange |
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04 November 2026 |
241,736 |
192.00 |
196.00 |
GBp |
London Stock Exchange |
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05 November 2026 |
417,605 |
194.60 |
195.60 |
GBp |
London Stock Exchange |
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06 November 2026 |
119,409 |
194.20 |
195.40 |
GBp |
London Stock Exchange |
Citigroup Global Markets Limited, acting as stabilising manager, on 6 November 2026 gave notice to exercise the over-allotment option (the “Over-allotment Option”) in respect of, in aggregate, 121,102 Ordinary Shares at the offer price of £1.96 per Ordinary Share. Mastercard Asia/Pacific Pte. Ltd. will sell 121,102 Ordinary Shares pursuant to such exercise of the Over-allotment Option.
Giving effect to the exercise of the Over-allotment Option, the final size of the Offer is approximately £529.44 million, representing approximately 10 per cent of the Company’s share capital. Settlement of the Over-allotment Option is expected to take place on 11 November 2026.
Important Notice
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. 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 only addressed to and directed at specific addressees who: (A) if in Member States of the European Economic Area ("Member States"), are persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (“Qualified Investors”); and (B) if in the United Kingdom, are “qualified investors” within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also: (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated; or (iv) members of RetailBook’s partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the offer, for onward distribution to retail investors resident and physically present in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged only with, Relevant Persons; and (ii) in any Member State is available only to, and may be engaged only with, Qualified Investors.
This announcement is not for release, publication or distribution, 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, together, the “United States”), Australia, New Zealand, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities, to any person in any jurisdiction, including the United States, Australia, New Zealand, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction in the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction in the United States. There will be no public offer of the securities referred to herein in the United States, Australia, New Zealand, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, New Zealand, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada, Japan or South Africa.
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