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, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT, AND SHOULD NOT BE CONSTRUED AS, INVESTMENT, TAX OR LEGAL ADVICE.
This announcement is an advertisement for the purposes of Rule 3.3 of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") made under section 73A of the Financial Services and Markets Act 2000, as amended ("FSMA") 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, South Africa or Japan.
Investors should not subscribe for or purchase any shares referred to in this announcement or the Registration Document except solely on the basis of the information contained in the price range prospectus approved by the FCA (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Shawbrook Group plc (the "Company" and, together with its subsidiaries, the "Group" or "Shawbrook") in connection with the offer of ordinary shares in the Company ("Shares") and admission of such Shares to the Official List of the FCA in the equity shares (commercial companies) category and to trading on the Main Market for listed securities of the London Stock Exchange plc. A copy of the Prospectus published by the Company is available for inspection on the Company's website at https://www.shawbrook.co.uk/about-us/investors/ , subject to certain access restrictions.
21 October 2025
Shawbrook Group plc
Launch of Retail Offer
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Following the announcement of publication of the Prospectus earlier today in connection with its initial public offering, Shawbrook is pleased to announce the launch of a public offer of Shares to retail investors resident and physically located in the United Kingdom via RetailBook (the "Retail Offer").
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Retail investors resident and physically located in the United Kingdom can apply to take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms (subject to such partners' participation).
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Applications for Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs").
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There is a minimum application amount of £250 per investor in the Retail Offer.
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No commission will be charged by RetailBook on applications to the Retail Offer.
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Brokers wishing to offer their customers access to the Retail Offer and future RetailBook t ransactions, should contact [email protected] .
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For more information on how to participate in the Retail Offer, please click https://www.retailbook.com/offers/ipo/shawbrook .
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The Retail Offer
The Retail Offer is being made on the basis outlined in the Prospectus.
The terms and conditions of the Retail Offer are set out in Part XVI of the Prospectus.
Further information on Shawbrook and its business is set out in the Prospectus, which is or will shortly be available on the Company's website at https://www.shawbrook.co.uk/about-us/investors/ , subject to certain access restrictions, the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and from participating retail brokers, wealth managers and investment platforms, subject to applicable securities laws and regulations.
Expected Retail Offer Timetable
| Launch of the Retail Offer |
21 October 2025 |
| Latest time and date for receipt of Intermediary Applications in respect of the Retail Offer ( Retail Offer closes)
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5:00 p.m. on 29 October 2025 |
| Retail Offer results announcement |
30 October 2025 |
| Admission and commencement of unconditional dealings on the London Stock Exchange
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8:00 a.m. on 4 November 2025 |
| All dates are indicative and subject to change. All times are GMT.
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Accessing the Retail Offer
Retail investors can apply to participate in the Retail Offer through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation.
More information on how to apply to participate in the Retail Offer (including a full list of RetailBook's distribution partners) can be found here: https://www.retailbook.com/offers/ipo/shawbrook .
Applications for Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.
Brokers wishing to offer their customers access to the Retail Offer and future RetailBook transactions, should contact [email protected] . UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/get-started .
Eligibility for the Retail Offer
To be eligible to participate in the Retail Offer, applicants must be a customer of a participating partner. Eligible retail investors wishing to subscribe for the Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the Retail Offer. Some partners may only accept applications from existing customers.
There is a minimum application amount of £250 per investor.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, tax or legal advice.
It should be noted that an application for Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise. When you sell your investment, you may get back less than the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Enquiries
| RetailBook Limited Fahim Chowdhury James Deal
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| Teneo Zander Swinburne |
Further information on the Company can be found on its website at https://www.shawbrook.co.uk/about-us/investors/ .
Important Notices
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Retail Book Limited ("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. 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, Canada, Australia, 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 to whom or in which such offer or solicitation is unlawful, including the United States (including its territories or possessions or any State of the United States and the District of Colombia (together, the "United States")), Canada, Australia, 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 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. There will be no public offering of securities by the Company, in connection with any possible IPO, in the United States, Canada, Australia, South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.
RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited ("RetailBook") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 994238).
Any subscription for or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus published by the Company in connection with the Offer. However, potential investors should note that the approval by the FCA of any Prospectus which may be published by the Company 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 subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus and ensure that they fully understand and accept the potential risks associated with a decision to invest in Shares. This announcement shall not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to acquire, any Shares or any other securities, nor shall it (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.
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", "anticipates", "expects", "intends", "may", "will", "forecast", "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 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 Company, 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 express 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 any undue reliance on forward-looking statements.
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, and nor shall any such statement be construed as, a profit forecast.
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 Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
No other documents or materials are incorporated into, or form part of this financial promotion and RetailBook has not carried out any verification or due diligence in respect of any such other documents.