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 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.
Neither this announcement, nor anything contained herein, nor anything contained in the registration document published by Shawbrook Group plc (the "Company" and, together with its subsidiaries, the "Group" or "Shawbrook") on 6 October 2025 (the "Registration Document") shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. 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 the Company in connection with the proposed offer of ordinary shares in the Company ("Shares") and the proposed 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 (the "London Stock Exchange"). A copy of the Prospectus published by the Company is available for inspection on the Company's website at https://www.shawbrook.co.uk/investors/, subject to certain access restrictions.
30 October 2025
Shawbrook Group plc
Announcement of Pricing and Offer Size
Following the announcement of the price range published on 21 October 2025 in connection with its initial public offering (the "IPO" or the "Offer"), Shawbrook Group plc today announces the successful pricing of its IPO at 370 pence per Share (the "Offer Price").
Based on the Offer Price, Shawbrook's market capitalisation will be approximately £1.92 billion at the commencement of conditional dealings on the Main Market for listed securities of the London Stock Exchange at 8:00am on 30 October 2025.
Marcelino Castrillo, Chief Executive Officer, said:
"The strong support we have received from investors across the UK, Europe and the US, reflects the strength of Shawbrook's proposition and the business we have built. We are proud to be listing in London - our home market - a milestone that positions us well for the opportunities ahead.
"We have built scale across diverse, attractive markets and, following significant investment under private ownership, are well placed to keep growing as we support UK businesses and households.
"As a listed company, we will continue to invest in our platform and people, deepen our presence in chosen markets and expand selectively where we see attractive demand. Our priorities are clear: keep supporting our customers and deliver sustainable, profitable growth and long-term value for all stakeholders."
Offer Highlights:
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The Offer Price has been set at 370 pence per Share, implying a market capitalisation at the commencement of conditional dealings of approximately £1.92 billion.
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The Offer comprises 13,513,513 new Shares to raise £50 million of gross proceeds, and 80,493,537 existing Shares being sold by the Company's existing sole shareholder, Marlin Bidco Limited.1
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This equates to a total offer size of £348 million and represents approximately 18.1 per cent. of the Company's issued share capital on Admission.1
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Up to an additional 14,101,057 Shares are being made available by Marlin Bidco Limited pursuant to the over-allotment option. Immediately following Admission, the Company's issued share capital will be 519,687,271 Shares.
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The Offer was made to qualified institutional buyers in the United States in reliance on Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act") and to certain institutional investors in the United Kingdom and elsewhere in the United States in reliance on Regulation S under the Securities Act.
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The Offer was also made to retail investors resident and physically present in the United Kingdom only (in reliance on Regulation S under the Securities Act) through Retail Book Limited's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation in the Offer (the "Retail Offer"). Of the 94,007,050 Shares sold in the Offer, 6,756,757 Shares will be sold through the Retail Offer, raising approximately £25 million.
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| Admission and Dealings:
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Commencement of conditional dealings in the Shares on the London Stock Exchange is expected to take place at 8:00 a.m. on 30 October 2025 under the ticker SHAW (ISIN: GB00BV9DPV21). Investors should note that only those who applied for and were allocated Shares in the Offer will be able to deal in the Shares on a conditional basis. Retail investors should consult their relevant intermediary to confirm the extent to which such intermediary is able to facilitate their participation in conditional dealings.
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Admission of the Shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities, and the commencement of unconditional dealings in the Shares on the London Stock Exchange, is expected to occur at 8:00 a.m. on 4 November 2025. All dealings in Shares before the commencement of unconditional dealings will be of no effect unless and until Admission occurs.
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The pricing statement related to the Offer will be published later today on the Company's website at https://www.shawbrook.co.uk/investors/, subject to certain access restrictions.
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| Footnotes:
1. Assumes no exercise of the over-allotment option.
For more information, please contact: |
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| Teneo Zander Swinburne Oscar Burnett |
T: +44 (0) 20 7260 2700 |
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| Ardea Partners (Financial Adviser) Simon Lyons Michael Gregg |
T: +44 (0) 20 3848 8700 |
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| Barclays Chris Madderson Matthew Naylor Ben Newmark |
T: +44 (0) 20 7623 2323 |
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| Goldman Sachs International John Wilkinson Owain Evans Laura Vincent |
T: +44 (0) 20 7774 1000 |
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| KBW Alexander Smith Erik Anderson |
T: +44 (0) 20 7710 7600 |
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| Deutsche Numis Inigo de Areilza Jamie Loughborough Michael Stocker |
T: +44 (0) 20 7260 1000 |
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| UBS Rahul Luthra Alex Bloch Marco Guarino |
T: +44 (0) 20 7567 8000 |
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| Slaughter and May is acting as legal adviser to Shawbrook.
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Important legal information
The contents of this announcement, which has been prepared by, and is the sole responsibility of, the Company, has been approved by Goldman Sachs International 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, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. 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 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.
This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the "Prospectus Regulation", respectively); (B) if in the United Kingdom, are: (a) "qualified investors" within the meaning of Article 2(e) of the UK version of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") 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, as amended (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated; or (iv) members of RetailBook's partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in any possible IPO, for onward distribution to retail investors resident in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) 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 the EEA, is available only to, and may be engaged in only with, Qualified Investors.
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 of the Company (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.
Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus issued by the Company in connection with the possible IPO. Potential investors should note that the approval by the FCA of the Prospectus 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 and the Registration Document is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should read the Prospectus and ensure that they fully understand and accept the potential risks associated with a decision to invest in Shares. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall this announcement or the Registration Document (or any part of them), or the fact of their 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.
The Company may decide not to proceed with the possible IPO and there is therefore no guarantee that the IPO will proceed or that Admission will occur. Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Following Admission, the value of the Shares could decrease as well as increase. Neither this announcement, the Registration Document, nor the Prospectus constitute a recommendation concerning a possible IPO or with respect to any investment in Shares. Before deciding to invest in Shares, potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Shares for the person concerned.
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.
Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.
For the avoidance of doubt, the contents of the Company's website are not incorporated into, and do not form part of, this announcement.
Ardea Partners International LLP is acting as a financial adviser to the Company in connection with the possible IPO. Ardea is not acting as an underwriter, sponsor or bookrunner, will not offer or sell any securities and will not identify, solicit or engage directly with potential investors in connection with the Offer.
Goldman Sachs International ("Goldman Sachs") has been appointed as Sponsor, a Joint Global Co-ordinator and a Joint Bookrunner, Barclays Bank PLC ("Barclays") has been appointed as a Joint Global Co-ordinator and Joint Bookrunner and each of Deutsche Bank AG, London Branch ("Deutsche Numis"), UBS AG, London Branch ("UBS") and Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods, "KBW") have been appointed as Joint Bookrunners in connection with the Offer. Goldman Sachs International is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Barclays Bank PLC is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA. 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, trading for these purposes as Deutsche Numis 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 PRA. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the PRA are available from Deutsche Bank AG on request. UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) is authorised by the FCA and regulated in the United Kingdom by the FCA.
Barclays, Deutsche Numis, Goldman Sachs, KBW and UBS are together are referred to herein as the "Banks". Each of the Banks is acting exclusively for the Company and no one else in connection with the possible IPO. None of the Banks will regard any other person as a client in relation to the possible IPO or any other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the possible IPO or any matter referred to in this announcement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/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) and/or any other information relating to the Company, the Group or its 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.
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