Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
Trustpilot Group plc
Morgan Stanley & Co. International plc (contact: James Cresswell; telephone: +44 (0)20 7677 0981) hereby gives notice that it undertook stabilisation (within the meaning of Article 3(2)(d) of Regulation (EU) 596/2014, including as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018)) in relation to the offer of the following securities, as set out below.
Trustpilot Group plc
Ordinary registered shares ("ORDs" or "Ordinary Shares") of the Issuer
Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA
265 pence per Offer Share
178,596,461 Ordinary Shares (excluding the over-allotment option)
Stabilisation Last Occurred
Price Range of Stabilisation Trades
GBP 2.5000 - GBP 2.6500
Stabilisation Trading Venue
London Stock Exchange multilateral trading facility MTF (XLOM); London Stock Exchange (XLON); Turquoise Lit Auctions (TRQA); Turquoise (TRQX); Turquoise Plato (TRQM); CBOE Europe - CXE Dark Order Book (CHID); POSIT Dark (XPOS); Morgan Stanley and Co. International PLC - Systematic Internaliser (MSSI); Morgan Stanley and Co. International Plc (MSIP)
For each of the dates during which stabilisation transactions were carried out, the price range was as follows:
XLOM, MSIP, MSSI
XLON, XPOS, TRQX, TRQM
XLON, XPOS, TRQX, TRQA
XLON, XPOS, TRQX, TRQM, CHID, MSIP
For details of the options granted by certain of the selling shareholders to the underwriters (so called Greenshoe Option) please refer to the notice dated 16 April 2021: https://www.investegate.co.uk/trustpilot-group-plc/rns/exercise-of-over-allotment-option/202104161739337979V/
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 and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "EEA Prospectus Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the EEA Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in Member State who are qualified investors within the meaning of the EEA Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
This announcement is not an offer of securities for sale into the United States. The securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There has not been and will not be a public offer of the securities in the United States.