11 September 2024
Trustpilot Group
plc
Share Buyback
Programme
Trustpilot Group plc ("Trustpilot" or
the "Company") announces that, beginning
today, 11 September 2024, it will commence a new share buyback
programme of up to £20 million (the "Buyback Programme"). As
previously stated, the Company is committed to running an efficient
balance sheet and returning excess capital, not required for other
priorities, to shareholders. To this end, during the first half of
2024, the Company successfully completed a buyback programme which
saw the purchase and cancellation of 10,594,460 Ordinary Shares at
an average price of 188.78p, being a return of surplus capital of
approximately £20 million.
Trustpilot has entered into an
agreement with Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") to purchase Trustpilot's ordinary shares of £0.01
each ("Trustpilot Shares") up to a maximum aggregate consideration
(excluding expenses) of £20 million (which would amount to
approximately $26 million at prevailing exchange rates) under the
Buyback Programme. Berenberg will manage the purchases on a
non-discretionary basis, purchasing shares within certain pre-set
parameters and making its trading decisions independently of, and
uninfluenced by, Trustpilot.
The purchase of Trustpilot Shares,
which may commence as soon as today, will be carried out on the
London Stock Exchange and is expected to be completed before the
date of the next AGM. Berenberg will purchase any Trustpilot Shares
as principal and simultaneously be deemed to execute on-market
sales of any Trustpilot Shares so purchased to the Company in
accordance with the agreement.
The sole purpose of the Buyback
Programme is to reduce the share capital of Trustpilot. It is
intended that all Trustpilot Shares purchased under the Buyback
Programme will be cancelled.
The Buyback Programme will be
conducted within certain pre-set parameters and in accordance with
the general authority to repurchase shares granted by Trustpilot's
shareholders at the 2024 Annual General Meeting (the "Authority")
and with the EU Market Abuse Regulation (Regulation (EU) No
596/2014) and Commission Delegated Regulation (EU) 2016/1052 (in
each case as such legislation forms part of Retained EU Law (as
defined in the European Union (Withdrawal) Act 2018)) as well as
the applicable laws and regulations of the UK Financial Conduct
Authority.
The maximum number of Trustpilot
Shares that Trustpilot may purchase under the Buyback Programme is
41,602,526, being the maximum number permitted under the Authority.
The Buyback Programme shall terminate upon the earliest to occur of
the purchase by Berenberg of such maximum number of Trustpilot
Shares or of Trustpilot Shares with a maximum aggregate
consideration (excluding expenses) of £20 million, or the expiry of
the Authority.
Trustpilot will announce any market
repurchases of Trustpilot Shares no later than 7.30 a.m. (UK time)
on the business day following the date the repurchase
occurred.
Enquiries
Trustpilot
Louise Bryant, Head of Investor
Relations
investor.relations@trustpilot.com
+44 (0) 7813 210 809
Financial PR
Headland Consultancy
Stephen Malthouse
Rob Walker
Charlie Pepper
+44 (0) 7311 369 861
About
Trustpilot
Trustpilot was founded in 2007 with a
vision to create an independent currency of trust. A digital
platform that brings businesses and consumers together to foster
trust and inspire collaboration. We are free to use, open to
everybody and built on transparency.
Trustpilot hosts reviews to help
consumers shop with confidence and deliver rich insights to help
businesses improve the experience they offer. The more consumers
use our platform and share their own opinions; the richer the
insights we offer businesses; and the more opportunities they have
to earn the trust of consumers, from all around the
world.
Trustpilot has over 850 employees and
is headquartered in Copenhagen, with operations in London,
Edinburgh, New York, Denver, Melbourne, Berlin, Amsterdam, and
Milan.