Following its confirmation of intention to float announcement on 13 October 2025, Shawbrook Group plc today announces the price range for its planned initial public offering (the "IPO" or the "Offer"), and its intention to publish a Prospectus, which is expected to take place later today.
The Company intends to apply for admission of its ordinary shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together, "Admission"). Admission is currently expected to occur on 4 November 2025.
Offer highlights:
- The price range for the Offer has been set at 350 to 390 pence per Share, implying an estimated market capitalisation at Admission of between approximately £1.8 billion and £2.0 billion.
- Pursuant to the Offer, the Company's existing sole shareholder, Marlin Bidco Limited, ("Marlin"), is expected to sell between 79.9 million and 81.1 million existing Shares and the Company is expected to issue and allot between 12.8 million and 14.3 million new Shares to raise £50 million of gross proceeds. In addition, up to a maximum of 14.1 million existing Shares may be sold pursuant to an over-allotment option.
- Immediately following Admission, it is expected that approximately 18 per cent. of the Shares will be held in public hands (within the meaning of UKLR 5.5 of the Listing Rules) if the over-allotment option is not exercised, and approximately 21 per cent. of the Shares will be held in public hands if the over-allotment option is exercised in full (in each case excluding treasury shares).
- The Offer will be 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 outside of the United States in reliance on Regulation S under the Securities Act. The latest time and date for receipt of indications of interest from institutional investors under the Institutional Offer will be 2:00 pm (London time) on 29 October 2025.
- The Offer will also be made to retail investors resident in the United Kingdom only (in reliance on Regulation S under the Securities Act) through Retail Book Limited's ("RetailBook") partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation in the Offer (the "Retail Offer"). The Retail Offer is expected to open following publication of the Prospectus and will have a minimum application amount of £250. The latest time and date for receipt of applications to participate in the Retail Offer will be 5:00 pm (London time) on 29 October 2025.
- Any additional details in relation to the Offer will be disclosed in the Prospectus which is expected to be published later today.
- The final offer price in respect of the Offer will be determined following publication of the Prospectus and subject to the completion of a book-building process and is currently expected to be announced on 30 October 2025.
In connection with the Offer:
- the Company has agreed to lock-up arrangements for a period of 180 days from Admission;
- Marlin has agreed to lock-up arrangements for a period of 180 days from Admission;
- the Company's Chief Executive Officer and Chief Financial Officer, as well as the other members of the Company's Executive Committee, have agreed to staggered lock-up arrangements for a period of two years from Admission, with 50 per cent. of the shares to which those lock-up arrangements apply released after one year; and
- the Company's Non-Executive Directors (although they do not currently hold interests in Shares) and certain other senior employees of the Group have agreed, or will agree, to lock-up arrangements for a period of one year from Admission,
- which, in each case, will be summarised in further detail in the Prospectus.
The Company has engaged Ardea Partners International LLP as financial adviser, Goldman Sachs International as Sponsor, Joint Global Coordinator and Joint Bookrunner, Barclays Bank PLC as Joint Global Coordinator and Joint Bookrunner, and Deutsche Bank AG, London Branch (trading as Deutsche Numis), Stifel Nicolaus Europe Limited (trading as KBW) and UBS AG, London Branch as Joint Bookrunners.
