Proposed Secondary Placing of Ordinary shares
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
13 November 2025
Proposed Secondary Placing in Bridgepoint Group plc ("Bridgepoint" or the "Company")
Burgundy C Nominees Limited (the "Seller") announces the proposed sale of, in aggregate, approximately 24 million ordinary shares in Bridgepoint (the "Placing Shares") on behalf of a group of certain current and former Bridgepoint employees as well as related persons (the "Selling Shareholders") through a placing to institutional investors (the "Placing"). As of 13 November 2025 (being the latest practicable date prior to this announcement), the Placing Shares represent approximately 3 per cent. of the Company's issued ordinary shares (the "Shares").
The number of Placing Shares and the price per Placing Share will be determined through a bookbuild process conducted by the Bookrunner (as defined below). The bookbuild process will commence with immediate effect following this announcement and may close at any time on short notice. A further announcement will be made following the completion of the bookbuild and pricing of the Placing.
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
BNP PARIBAS is acting as sole bookrunner in connection with the Placing (the "Bookrunner").
Lock-Up Arrangements
The Placing is being undertaken following the expiry of certain lock-up arrangements described in the IPO prospectus published by the Company on 21 July 2021 (the "IPO Lock-Up"). Approximately 186 million Shares are still subject to the IPO Lock-Up, which will expire on 26 July 2026.
In order to enhance supply of Shares in the market through greater participation in the Placing by Selling Shareholders, the Company is expected to grant waivers in respect of the IPO Lock-Up (the "Lock-Up Waiver"). The Lock-Up Waiver would only apply to the Selling Shareholders, would be conditional upon the completion of the Placing, and would only relate to Shares sold in the Placing. The number of Shares in respect of which the IPO Lock-Up might be waived will be determined by the level of demand in the bookbuilding process and will be provided in the announcement to be made following the completion of the bookbuild and pricing of the Placing.
Following successful completion of the Placing, any remaining Shares owned by the Seller for the benefit of the Selling Shareholders will be subject to a 90 day lock-up, subject to customary exceptions and waiver by the Bookrunner.
For further information, please contact:
|
BNP PARIBAS Corporate Broking: Sam McLennan / Andrew Forrester |
+44 (0) 20 7595 5285 |
IMPORTANT NOTICE
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
The contents of this announcement have been prepared by and are the sole responsibility of the Seller.
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
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) in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"); or (2) in the United Kingdom, persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and who: (a) 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"); (b) fall within article 49(2)(a) to (d) of the Order or; (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made ("relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in any jurisdiction into which such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered under the United States 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 may not be offered, sold or transferred, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act, or (b) in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) in transactions pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the Placing Shares in the United States.
No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.
The offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Placing Shares referred to herein may not be offered or sold in Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Japan or South Africa.
No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Seller, the Joint Bookrunners, or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Placing, the Joint Bookrunners or any of their Affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their Affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment 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 securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunner(s). The Joint Bookrunners reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Seller, UK MiFID II requirements and in accordance with allocation policies.
The Joint Bookrunners are acting for the Seller in connection with the Placing and no-one else and will not be responsible to anyone other than the Seller for providing advice in relation to the Placing or any other matter referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement includes 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 "intends", "expects", "will", or "may", 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 forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company's securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.
This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Seller reserves the right not to proceed with the Placing or to vary the terms of the Placing in any way.
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