PROPOSED SECONDARY PLACING IN TRUSTPILOT GROUP PLC

Deutsche Bank AG London

23 March 2026

 

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

This announcement contains inside information.

23 March 2026

PROPOSED SECONDARY PLACING IN TRUSTPILOT GROUP PLC

Advent Global Opportunities Master Limited Partnership ("Advent Global Opportunities" or the "Seller"), announces its intention to sell up to 21,593,421 ordinary shares (the "Placing Shares") in Trustpilot Group plc ("Trustpilot" or the "Company"). The Placing Shares represent approximately 5.6% of Trustpilot's existing issued ordinary share capital.  

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Deutsche Bank AG ("Deutsche Bank") acting through its London Branch trading as Deutsche Numis ("Deutsche Numis") is acting alongside J.P. Morgan Securities plc ("J.P. Morgan"), which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), as joint bookrunners in connection with the Placing (Deutsche Numis and J.P. Morgan together the "Joint Bookrunners").The final number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be agreed by Deutsche Numis and J.P. Morgan alongside the Seller at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.

The timings for the close of the bookbuild process are at the absolute discretion of Deutsche Numis and J.P. Morgan. The Placing is subject to demand, price and market conditions.

Trustpilot will not receive any proceeds from the Placing.

Upon successful completion of the transaction, Advent Global Opportunities Management LLC will continue to hold a small residual stake of approximately 250k shares through a separate fund, which if sold in the future will not be through a capital markets event.

Contacts / Enquiries

Deutsche Numis, Joint Bookrunner

William Baunton / Jonny Abbott / Nelly Pearse

[phone]

J.P. Morgan Cazenove, Joint Bookrunner

Will Holyoak / Roie Spitzer / Rohan Misra                                                                                      

[phone]

Important Notice:

The Placing and the distribution of this announcement and other information in connection therewith or herewith in certain jurisdictions may be restricted by law, and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company, the Joint Bookrunners or the Joint Bookrunners' respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, Placing Shares to any person in the United States, Canada, Australia, Japan or South Africa, or in any jurisdiction in which such offer or solicitation is unlawful. The Placing Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable United States state law. There will be no public offer of the Placing Shares in the United States or in any other jurisdiction.

This communication is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or a solicitation of any vote or approval. This announcement does not comprise a prospectus under any applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction and there shall be no sale of securities in any such jurisdiction.

In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors").

In the United Kingdom, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). This announcement is directed only at Relevant Persons and 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 Relevant Persons and will be engaged in only with Relevant Persons.

This announcement has been issued by and is the sole responsibility of Advent Global Opportunities Master Limited Partnership. 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 respective 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.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. J.P. Morgan is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority.

The Joint Bookrunners are acting exclusively for the Seller and no one else in connection with the Placing, the content of this announcement and other matters described in this announcement. The Joint Bookrunners will not regard any other person as their client in relation to the Placing, the content of this announcement and other matters described in this announcement and will not be responsible to anyone (including any placees) other than the Seller for providing the protections afforded to their client or for providing advice to any other person in relation to the Placing, the content of this announcement or any other matters referred to in this announcement.

None the Joint Bookrunners, any of their respective affiliates nor any of their directors, officers, employees, advisers 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) or any other information relating to the Seller, the Company, their respective subsidiaries or 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. The contents of this announcement have been prepared by and are the sole responsibility of the Seller.

This announcement does not constitute a recommendation to acquire any ordinary shares in the Company. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or its ordinary shares. Any investment must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Bookrunners and their respective affiliates may from time to time acquire, hold or dispose of shares. 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.

The Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. The Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Placing Shares to be sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

END