Variation of Lock-up Arrangements
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
14 November 2025
Bridgepoint Group plc
Variation of Lock-Up Arrangements
Bridgepoint Group plc ("Bridgepoint" or the "Company") notes the announcement on 14 November 2025 by Burgundy C Nominees Limited ("Burgundy") in relation to the sale of, in aggregate, 24,405,851 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").
Capitalised terms not otherwise defined in this announcement have the meaning given to them in the Burgundy announcement.
Shortly before the Placing was launched, the Company received a request from the Selling Shareholders for waivers from the IPO Lock-Up in respect of any Shares to be sold in the Placing. In order to increase the free float and therefore trading liquidity of our Shares through greater participation in the Placing by Selling Shareholders, the Company has agreed to grant such waivers, applying to 18,527,894 Shares (the "Lock-Up Waiver"). The Lock-Up Waiver only applies to the Selling Shareholders, is conditional upon the completion of the Placing, and only relates to Shares sold in the Placing.
Following completion of the Placing, approximately 167 million Shares will remain subject to the IPO Lock-Up, which will expire on 26 July 2026. Should the Placing not complete, the IPO Lock-Up will continue to apply in accordance with existing terms.
ENQUIRIES
Bridgepoint
|
Analysts and investors +44 7833 748010 |
Media Christian Jones Christian.jones@bridgepointgroup.com +44 20 7034 3500 |
FGS Global (Public Relations Adviser to Bridgepoint)
James Murgatroyd / +44 20 7251 3801 / +44 7768 254 911
Anjali Unnikrishnan / +44 20 7251 3801 / +44 7826 534 233
bridgepoint-LON@fgsglobal.com
Legal Entity Identifier (LEI): 213800KFNMVI8PDZX472
IMPORTANT NOTICE
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. No prospectus or offering document has been or will be prepared in connection with the Placing.
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.
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 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.
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