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Bridgepoint Group plc
Stabilisation Notice
21 July 2021
J.P. Morgan Securities plc hereby gives notice that the entity undertaking stabilisation (the "Stabilising Manager") named below and its affiliates may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and the delegated acts, implementing acts, and technical standards and guidelines thereunder as such legislation forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 and Commission Delegated Regulation (EU) 2016/1052 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Stabilisation may not necessarily occur and it may cease at any time.
| The securities: | |
| Issuer: | Bridgepoint Group plc |
| Shares: | Ordinary Shares of £0.00005 nominal value each in the capital of the Issuer (ISIN: GB00BND88V85) |
| Offering size: | 225,426,342 Ordinary Shares excluding Over-allotment Option |
| Description: | Initial Public Offering of Ordinary Shares |
| Offer price: | 350p per Ordinary Share |
| Stabilisation: | |
| Stabilising Manager (and central point within the meaning of Commission Delegated Regulation 2016/1052 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018): | J.P. Morgan Securities plc (which conducts its UK investment banking activity as J.P. Morgan Cazenove) 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom Contact: Ashley Nguyen; telephone: +44 (0)20 7742 4000 |
| Beginning of the stabilisation period: | 21 July 2021 |
| Stabilisation period to end no later than: | 19 August 2021 |
| Trading venue where stabilisation may be undertaken: | London Stock Exchange |
| Maximum size and conditions of use of Over-allotment Option: | The Stabilising Manager may over-allot the securities to the extent permitted in accordance with applicable law, up to the maximum size of 33,813,951 Ordinary Shares |
| Over-allotment Option: | |
| Terms: | For the purposes of allowing the Stabilising Manager to cover short positions resulting from any over-allotments and/or from sales of Shares effected by them during the stabilisation period, the Stabilising Manager has been granted an Over-allotment Option, pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares at the Offer Price. The Over-allotment Option will be exercisable in whole or in part, one or more than once, upon notice in writing by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be purchased on the same terms and conditions as the Shares being sold in the Offer. |
| Number of shares covered by Over-allotment Option | 33,813,951 Ordinary Shares |
| Duration: | The Over-allotment Option may be exercised in whole or in part at any time during the stabilisation period. |
Disclaimer
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
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 Issuer in any jurisdiction.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of America (the "United States"), Australia, Canada, Japan or Switzerland or any other jurisdiction where such release, publication or distribution would be unlawful. This announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or Switzerland or any other jurisdiction where such an offer would be unlawful.
The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered, sold, resold, transferred or delivered, directly or indirectly, within 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 of the United States. No public offering of the securities discussed herein is being made in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or Switzerland and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or Switzerland or to any national, resident or citizen of Australia, Canada, Japan or Switzerland. The release, publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.
This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 who are: (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 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) 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 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 any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.
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