Airtel Money Announcement of Final Offer Details

Airtel Mobile Commerce N.V.

09 October 2026

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY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), CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of PRM 12 "Advertisements and other disclosure of information" under the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ("PRM") of the Financial Conduct Authority (the "FCA") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, South Africa or Japan.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any securities referred to in this announcement except solely on the basis of the information contained in the prospectus approved by the FCA (together with any supplementary prospectus, if any, the "Prospectus"), including the risk factors set out therein, published by Airtel Mobile Commerce N.V. (the “Company” and, together with its subsidiaries, the “Group” or “Airtel Money”) in connection with the offer of ordinary shares in the Company (“Shares”) and the proposed admission of such Shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market for listed securities of London Stock Exchange plc (together, “Admission”). A copy of the Prospectus published by the Company is available for inspection on the Company's website at ipo.airtelmoney.com, subject to certain access restrictions.

9 October 2026

Airtel Mobile Commerce N.V.

Final details of the Offer

Following the announcement on 1 October 2026 of the offer price for its initial public offering (the “IPO” or the “Offer”), Airtel Money today announces the final details of the Offer. Conditional dealings in the Shares on the Main Market for listed securities of the London Stock Exchange are expected to commence at 8.00 a.m. on 9 October 2026.

Ian Ferrao, Chief Executive Officer of Airtel Money, said:

“Today is a landmark moment for Airtel Money. Our listing in London marks an important new chapter for our business and reflects what we have built across Africa and the significant opportunity ahead.

Airtel Money has grown by solving a very real need: making financial services simpler and more accessible for millions of people across the continent. The strong support we have received from investors is a vote of confidence in our business model, strategy and the long-term growth potential of African economies.

None of this would have been possible without our customers, employees, agents and partners, and the continued support of our Shareholders. I would also like to recognise the Governments, and Central Banks across our markets, for their commitment to financial inclusion.

We are incredibly proud of what we have achieved, but we see this listing as a beginning, not a destination. As a listed company, we will remain focused on building Africa’s leading digital financial services platform, connecting more people and businesses to the formal financial system and helping accelerate the continent’s transition towards a more inclusive, digitally connected economy.”

Offer highlights:

• As previously announced on 1 October 2026, the price for the Offer was set at £1.96 per Share (the “Offer Price”), implying a market capitalisation of £5.3 billion (approximately US$ 7.0 billion) based on the Offer Price.  
• The Offer comprises a sale of 270,000,000 existing Shares by the minority shareholders of the Company. In addition, up to a further 27,000,000 Shares are being made available by Mastercard Asia/Pacific PTE. LTD. which, assuming the Over-allotment Option (as defined in the Prospectus) is exercised in full, brings the final Offer size to £582 million, representing approximately 11 per cent. of the aggregate of the Company’s share capital at the time of Admission. Immediately following Admission, the Company’s issued share capital will be 2,700,000,000 Shares.

• International Finance Corporation has been allocated 34,285,714 Shares in the Offer, representing an aggregate consideration of £67.2 million, being IFC’s full commitment under the Cornerstone Investment Agreement (as defined in the Prospectus). Further details are set out in the Final Offer Statement (as defined below).

• The Offer was made to qualified institutional buyers in the United States in reliance on Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and to certain institutional investors in the United Kingdom and elsewhere outside of the United States in reliance on Regulation S under the Securities Act and in accordance with applicable laws and regulations.
• The Offer was also made to retail investors resident and physically present in the United Kingdom only (in reliance on Regulation S under the Securities Act) through Retail Book Limited’s partner network of investment platforms, retail brokers and wealth managers, subject to such partners’ participation in the Offer  (the “Retail Offer”). Of the 270,000,000 Shares sold in the Offer, 8,000,000 will be allocated to retail investors through the Retail Offer.

Full details of the Offer are included in the final offer statement relating to the Offer (“Final Offer Statement”), which is available on the Company’s website at ipo.airtelmoney.com, subject to certain access restrictions.

Admission and Dealings

• Commencement of conditional dealings in the Shares on the London Stock Exchange is expected to take place at 8:00 a.m. on 9 October 2026 under the ticker AMC. Investors should note that only those who applied for and were allocated Shares in the Offer will be able to deal in the Shares on a conditional basis. Retail investors should consult their relevant intermediary to confirm the extent to which such intermediary is able to facilitate their participation in conditional dealings.
• Admission to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings in the Shares on the London Stock Exchange, is expected to occur at 8.00 a.m. on 14 October 2026.
• All dealings in the Shares before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned.

Further information

• Each of the Company, its Directors and the Selling Shareholders (each as defined in the Prospectus) will be subject to lock-up arrangements restricting the disposal of Shares for a period of time following Admission. The Company and the Selling Shareholders will be subject to a lock-up period of 180 days from the date of Admission while Directors will be subject to a lock-up period of 365 days from the date of Admission. The lock-up restrictions are subject to certain exceptions and may otherwise only be waived with the prior written consent of the Joint Global Coordinators. Further details are summarised in the Prospectus.

Media contacts

Airtel Money Andreas Goldau		[e-mail]
Teneo (UK enquiries) James Macey White Ed Cropley Laura Marshall	[phone] [phone]	[e-mail]
Teneo (UAE enquiries) Andy Parnis Gustavo Silva
Hudson Sandler (Africa enquiries) Daniel de Belder Maria Shiryaevskaya Mukami Njue	[phone]	[e-mail]

Important legal information

The contents of this announcement, which have been prepared by, and are the sole responsibility of, the Company, have been approved by Citigroup Global Markets Limited (“Citi”) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended (“FSMA”).

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. 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 release, publication or distribution in whole or in part, directly or indirectly, in or into or from the United States (including its territories or possessions or any State of the United States and the District of Columbia, together, the “United States”), Canada, Australia, New Zealand, South Africa, Japan or any other jurisdiction where such distribution would be unlawful. 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 a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction, including to any person in any jurisdiction, to whom or in which such offer or solicitation is unlawful, including the United States, Canada, Australia, New Zealand, South Africa 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”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, in the United States, except to qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) or pursuant to an 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. The Company has not registered and does not intend to register any part of the offering in the United States. There will be no public offering of securities by the Company in connection with the Offer in the United States, Canada, Australia, New Zealand, South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Canada, Australia, New Zealand, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia, New Zealand, South Africa or Japan.

This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area (“EEA”), are persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors” and the “Prospectus Regulation”, respectively); (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 having professional experience in matters relating to investments who fall 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 and trustees of high value trusts described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company may otherwise lawfully be communicated or caused to 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 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 activity to which this announcement relates: (i) in the United Kingdom, is available only to, and may be engaged in only with, Relevant Persons; and (ii) in the EEA, is available only to, and may be engaged in only with, Qualified Investors. No prospectus has been or will be approved in any member state of the EEA in respect of the Shares.

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”, “targets”, “proposes”, “aims”, “envisages”, “anticipates”, “expects”, “intends”, “may”, “might”, “will”, “forecast”, “continues”, “would”, “could”, “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. These statements reflect beliefs of the directors of the Company (the “Directors”) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements reflect the Group's current view with respect to future events and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial position, results of operations, cash flows, liquidity, prospects, growth, strategies or other outcomes to be materially different from those expressed or implied by such statements.

The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, the Banks (as defined below) nor any member of the Group, nor any of such persons' respective affiliates or their respective directors, officers, employees, agents and/or advisers, nor any other person, accepts any responsibility for the accuracy of such forward-looking statements nor the assumptions underlying any of them nor the fairness of the opinions expressed in this announcement. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements may and often do differ materially from actual results. No representation or warranty is made that the outcomes expressed or implied by any forward-looking statement will come to pass or that any forecast results will be achieved. In addition, even if the outcomes expressed or implied in any forward-looking statement do come to pass, such outcomes may not be indicative of outcomes in subsequent periods. None of the Company, the Banks or any other person undertakes any obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, for any reason except to the extent required by law. You are therefore cautioned not to place undue reliance on forward-looking statements.

Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus. However, potential investors should note that the approval by the FCA of the Prospectus should not be understood as an endorsement by the FCA of any securities offered or admitted to trading on a regulated market.

The information in this announcement is subject to change. Before making any investment decision, potential investors should read the Prospectus in order to understand the potential risks and rewards associated with a decision to invest in the Shares, and should ensure that they fully understand and accept such risks. This announcement shall not 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 this announcement (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.

There is no guarantee that Admission will occur. Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Investment in the offered securities may involve a risk of loss of capital. Following Admission, the value of the Shares could decrease as well as increase. This announcement does not constitute a recommendation concerning the Offer or with respect to any investment in Shares. Before deciding to invest in Shares, potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Shares for the person concerned. Investors are advised to consult with their legal, financial and tax advisers prior to making any investment decision.

Nothing contained in this announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this announcement is intended to be, nor shall any such statement be construed as, a profit forecast.

For the avoidance of doubt, the contents of the Company's website, or any website directly or indirectly linked to the Company's website, including the websites of the Group's business units, are not incorporated into, and do not form part of, this announcement.

Citi has been appointed as sole sponsor (the “Sole Sponsor”), lead left global coordinator (“Lead Left Global Coordinator”) and a joint bookrunner. Barclays Bank PLC (“Barclays”), Merrill Lynch International (“BofA Securities”), Goldman Sachs Bank Europe SE (“Goldman Sachs”) and J.P. Morgan Securities plc (“J.P. Morgan”) (together with the Lead Left Global Coordinator, the “Joint Global Coordinators”) have been appointed as joint global coordinators and joint bookrunners. Absa Bank Limited (“Absa”), BNP PARIBAS, Emirates NBD Capital Limited (“Emirates NBD Capital”), First Abu Dhabi Bank PJSC (“First Abu Dhabi Bank”), Jefferies International Limited (“Jefferies”) and The Standard Bank of South Africa Limited (“Standard Bank”) have been appointed as joint bookrunners (together with the Joint Global Coordinators, the “Joint Bookrunners”). BTIG LLC (“BTIG”) has been appointed as co-bookrunner (the “Co-Bookrunner”). RetailBook has been appointed as the Retail Offer Coordinator. Each of Citi, Barclays, BofA Securities and J.P. Morgan is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Goldman Sachs is authorised and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) in Germany. BNP PARIBAS is authorised and regulated by the European Central Bank and the French Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Jefferies is authorised and regulated by the Financial Conduct Authority in the UK. Absa is regulated by the South African Reserve Bank and the Financial Sector Conduct Authority in South Africa. Emirates NBD Capital is regulated by the Dubai Financial Services Authority. First Abu Dhabi Bank is authorised and regulated by the Central Bank of the United Arab Emirates and regulated by the Capital Market Authority of the United Arab Emirates. BTIG is a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The involvement by each of First Abu Dhabi Bank and Emirates NBD Capital in the Offer is exclusively from outside the United Kingdom and not through their respective London branches, and neither First Abu Dhabi Bank nor Emirates NBD Capital will carry on any regulated activities (within the meaning of section 22 of FSMA) in the United Kingdom in connection with the Offer. Accordingly, the protections afforded by the UK regulatory system will not apply in respect of First Abu Dhabi Bank’s or Emirates NBD Capital’s involvement in the Offer. Standard Bank is regulated by the South African Reserve Bank (through the Prudential Authority) and the Financial Sector Conduct Authority in South Africa. Citi, Barclays, BofA Securities, Goldman Sachs, J.P. Morgan, Absa, BNP PARIBAS, Emirates NBD Capital, Jefferies, First Abu Dhabi Bank, Standard Bank and BTIG (together, the “Banks”) are acting exclusively for the Company and no one else in connection with the Offer. None of the Banks will regard any other person as a client in relation to the Offer or any other matters referred to in this announcement, and none of the Banks will be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the Offer or any matter referred to in this announcement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification.

Information to Distributors

UK Product Governance. Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks that are distributors (as defined in the UK Product Governance Requirements) will only procure investors in the institutional offer who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor (as defined in the UK Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

EU Product Governance. Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended (“EU MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing EU MiFID II; and (c) local implementing measures (together, the “EU MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the EU MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in EU MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU MiFID II (the “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Banks that are distributors (as defined in the EU MiFID II Product Governance Requirements) will only procure investors in the institutional offer who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of EU MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor (as defined in the EU MiFID II Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

None of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/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) and/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 this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, the Banks and any of their respective affiliates, acting as investors for their own accounts, may acquire Shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this announcement to the Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, dealing or placing by, each of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements (including swaps, warrants, or contracts for difference) with investors in connection with which such Banks (or their respective affiliates) may from time to time acquire, hold or dispose of Shares. Furthermore, in connection with the Offer, certain of the Banks may enter into financing arrangements with investors, such as share-swap arrangements or lending arrangements where securities are used as collateral, which could result in such Banks acquiring shareholdings in the Company. None of the Banks or their respective affiliates intends to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

A communication that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the Shares being offered) is not any indication or assurance that the book will remain covered or that the transaction and Shares will be fully distributed by the Banks. The Banks reserve the right to take up a portion of the Shares in the Offer as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Company, UK MiFID II requirements and in accordance with allocation policies.

In connection with the Offer, Citi, as the stabilising manager (the “Stabilising Manager”), or any of its agents may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares up to a total of 10 per cent of the total number of Shares included in the Offer (excluding the Shares subject to the Over-allotment Option, as defined below) or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. 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 Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. 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 Shares above the price at which each of the Shares to be sold pursuant to the Offer is to be sold. Except as required by law or regulation, neither the Stabilising 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.

For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales effected by it during the Stabilisation Period (as defined below), the Stabilising Manager has been granted an over-allotment option (the “Over-allotment Option”) by certain shareholders of the Company, pursuant to which the Stabilising Manager may purchase or procure purchasers for up to a total of 10 per cent of the total number of Shares included in the Offer at the Offer Price (the “Over-allotment Shares”). The Over-allotment Option may be exercised in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange (the “Stabilisation Period”). Any Over-allotment Shares made available pursuant to the Over-allotment Option will be sold on the same terms and conditions as, and will rank equally with, the other Shares, including for all dividends and other distributions declared, made or paid on the Shares after Admission and will form a single class for all purposes with the other Shares.

 

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