Princes Group PLC - Expected Intention to Float

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) 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 a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Princes Group plc (the "Company"), together with its subsidiaries and subsidiary undertakings and, following completion of the steps set out below¹, "Princes Group" or the "Group", in due course in connection with a possible offer of ordinary shares in the Company (the "Shares") and the possible admission to listing of such Shares to the equity shares (commercial companies) segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc (the "LSE") (the "Offer").  A copy of any Prospectus will, if published, be available for inspection on the Group's website at https://www.princesgroupinvestors.com​/ipo subject to certain access restrictions.

3 October 2025

 Princes Group plc

Announcement of Intention to Publish a Registration Document and Expected Intention to Float on the Main Market of the London Stock Exchange

Princes Group, a leading international platform in the United Kingdom and European food and beverage sector, announces that it is considering an initial public offering (the "IPO" or the "Offer") and that it intends to publish today a registration document (the "Registration Document"). The Company is considering applying for admission of its ordinary shares to the equity shares (commercial companies) ("ESCC") category of the official list of the FCA and to trading on the Main Market of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Princes Group Highlights:

·      Princes Group is a leading international platform in the United Kingdom and European food and beverage sector that generated £2.1 billion pro-forma revenue in the year to 31 December 2024. Princes Group has leading positions in both branded and customer own brand products across its five business units: Foods; Fish; Italian; Oils; and Drinks.

·      The Group's branded product portfolio includes leading, recognised brands such as 'Princes', 'Napolina', 'Branston'², 'Batchelors'², 'Flora'², 'Crisp 'N Dry', 'Delverde', 'Naked Noodle' and 'Vier Diamanten'.

·      Princes Group combines industrial expertise with long-standing supply partnerships and leadership in both own-label and branded segments to be a trusted partner of choice for a diverse range of blue-chip customers. The Group exports its products to more than 60 countries and has more than 8,000 customers globally across large food retailers, B2B partners and the foodservice industry.

·      Princes Group's integrated model supports customers across multiple categories through reliable delivery, quality assurance, and ongoing product development. This foundation enables expansion into new categories and geographies, supports leading market positions, and maintains long-term customer relationships.

·      Headquartered in Liverpool, UK, Princes Group operates 23 production facilities across the United Kingdom, continental Europe and Mauritius. Significant capital expenditure has been invested into the Group's production facilities, which has resulted in several of the Group's facilities having significant spare capacity for growth without requiring further capital investment. The Group has a further 21 warehouses and distribution centres and three offices across the United Kingdom, Poland and the Netherlands, with approximately 7,800 employees³.

·      Princes Group has grown historically through strategic investments and inorganic acquisitions, and was in July 2024 acquired by NewPrinces S.p.A. (previously Newlat Food S.p.A., listed on the Euronext STAR segment of the Milan Stock Exchange since 2019), Princes Group's major shareholder (the "Major Shareholder"), a company which itself has a significant track record in acquiring companies and business divisions that operate in the food and beverage industry. The Group's strategy includes considering further acquisitions where targets meet its acquisition criteria.

·      The Group achieved pro forma revenues of £2.1 billion in the 12 months to 31 December 2024, generating pro forma adjusted EBITDA of £122.3 million at a margin of 6.0%. As a result of cost, commercial and operational synergies since its acquisition by the Major Shareholder, the Group has delivered pro forma adjusted EBITDA of £71.0 million at a margin of 7.4% in the 6 months to 30 June 2025, on pro forma revenues of £964.2 million.  

¹ The Company has conditionally agreed to acquire, from the Major Shareholder, all of the equity interests in Symington's Limited ("Symington's), Newlat GmbH ("Newlat Deutschland") and Princes France S.A.S. ("Princes France"), in connection with and prior to any Admission. The Company, its existing subsidiaries (namely, Princes Italia S.p.A., Princes Tuna Mauritius, Edible Oils Limited, Princes Foods BV), Symington's, Newlat Deutschland and Princes France are referred to in this announcement as "Princes Group" or the "Group"

² Licensed brands

³ Including 164 employees from Newlat Deutschland), 89 employees from Princes France and 549 employees from Symington's, which are currently sister companies of the Company)

Simon Harrison, CEO of Princes Group, said:

"At Princes Group we combine a rich heritage dating back nearly 150 years with a dynamic entrepreneurial mindset to bring great-tasting products at great value to consumers in the UK, Europe and beyond. Our head office, located in Liverpool's landmark Royal Liver Building, which we recently acquired, further symbolises not only our proud tradition but also our commitment to strategic expansion, innovation and a bold vision for the future.

Our position as a category champion is grounded in well-invested manufacturing, deep and long-standing relationships throughout our supply chain, and a highly skilled and motivated workforce. These strengths have established Princes as a trusted partner to our customers, driving sustained, profitable growth and a first choice for consumers.

Whilst we are renowned for our iconic Princes tuna, through a combination of organic growth and focused M&A, we have built an international £2 billion food and drink portfolio, leading across five complementary categories, food, fish, Italian, oils and drinks, with operations spanning seven countries. 

Our portfolio includes some of the UK's most loved and enduring brands such as Princes, Napolina, Branston, Batchelors and Crisp'N'Dry, alongside a strong presence in customer own brand that sets us apart in the market. Today, we are the largest supplier of edible oils in the UK, sell nearly a billion cans of food a year and have built the challenger brand in baked beans under the Branston brand. Supported by thousands of global customers, including major UK and EU retailers, and longstanding partnerships, Princes Group continues to strengthen its leadership in the food and drinks sector.

A listing on the London Stock Exchange is a natural next step in our journey. Beyond providing access to capital to execute our M&A ambitions, it will provide a platform to accelerate growth by expanding our product portfolio and expertise, extending our international reach, and attracting top talent as we continue building for the future.

As we enter this next chapter, I am excited to scale Princes Group into one of Europe's most trusted and innovative food and drinks business."

Angelo Mastrolia, Executive Chair of Princes Group, said:

"Our decision to pursue a listing in London marks a pivotal moment in the history of Princes Group. The UK is our largest market and the home of an experienced leadership team: this decision reflects our long-term confidence in the business, the strength of our management, and the scale of the opportunity ahead of us.

As we did with the successful listing of Newlat Food in 2019, we are not selling any shares. Instead, we are raising new capital to accelerate our growth strategy and support the transformation of Princes into a truly diversified and multinational food & beverage group.

Over the past year, we have demonstrated our ability to integrate and optimise at speed, already making strong progress towards the synergies we identified at the time of the acquisition. We see significant further upside from operational efficiencies, procurement optimisation and an integrated commercial platform.

We are actively pursuing a pipeline of tangible M&A opportunities that will unlock new geographies, categories and capabilities.

We believe Princes is exceptionally well-positioned to deliver sustained organic growth and long-term value creation for shareholders and we are ready to propel Princes Group into its next stages of growth."

For more information, please contact:

Potential Offer Highlights:

Should Princes Group proceed with an IPO, the current expectation is that:

·      The Company's shares would be admitted to the ESCC category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange;

·      Any Offer would be comprised of new ordinary shares to be issued by the Company to raise net proceeds that support the Group in adding further inorganic growth via further acquisitions;

·      Any Offer would be a targeted offering to certain institutional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S, as well as to QIBs in the United States pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act") and an offering to retail investors through RetailBook in the United Kingdom;

·      Immediately following Admission, the Company expects it would have a free float that would make it eligible for inclusion in the FTSE UK indices; and

·      Any additional details in relation to any Offer, together with any changes to corporate governance arrangements, would be disclosed in an Intention to Float ("ITF") announcement and/or the Prospectus, if and when published.

The Company has engaged BNP Paribas, London Branch ("BNP Paribas") as Sponsor and BNP PARIBAS ("BNPP"), Coöperatieve Rabobank U.A. ("Rabobank"), Peel Hunt LLP ("Peel Hunt") and UniCredit Bank GmbH, Milan Branch ("UniCredit") as joint global co-ordinators and joint bookrunners and Société Générale as joint bookrunner in the event that the Offer proceeds.

The Company intends to publish a registration document (the "Registration Document"), a copy of which will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at https://www.princesgroupinvestors.com​/ipo, subject to certain access restrictions.

Access to supplemental information for bona-fide, unconnected research analysts: Information in relation to Princes Group will be made available via a link to unconnected research analysts today. Please contact Benedetta Mastrolia, IR Director (investors@princesgroup.com) if you are a research analyst and would like to receive access to the information.

More information on how to participate in the Retail Offer (including a list of RetailBook's distribution partners) as well as how to sign up for deal notifications will shortly be available here: https://www.retailbook.com/EITF/princes-group-plc

Princes Group: Investment Highlights

The Company's board of directors (the "Directors") believe the Group benefits from a number of strong and distinct structural advantages which are described below.

Well-invested production infrastructure with deep industrial know-how

·      Significant capital expenditure has been invested into the Group's production facilities between fiscal year 2019 and the financial period ended 31 December 2024, with approximately £394 million being spent to modernise the facilities and maximise efficient production.

·      This programme of modernisation and drive for efficiency has resulted in several of the Group's facilities having significant capacity for growth without requiring further capital investment with management estimating that current average utilisation rate across the production facilities at approximately 70%. Nonetheless, the Group will continue to invest in its facilities to drive performance across the product portfolio, with annual capital expenditure of approximately £30 to £35 million per annum being targeted in the medium-term.

·      The Group's management have on average 20 years of experience working in the food and beverage industry. The Group has utilised this experience to build a standard set of operating systems which are being applied across all of the Group's facilities, to ensure all facilities follow the same ways of working and routines and actions. In addition, the Group's long-standing relationships with national and international logistics providers for its warehousing and distribution operations give the Group access to qualified specialists and their insights into the industry and upcoming trends.

Strong and long-standing supply partnerships

·      The Group has strong and long-standing supply partnerships, with a supply network that stretches to more than 3,000 direct suppliers spanning more than 50 countries. The Group prides itself on maintaining long-term relationships with its suppliers, with over 30 of the Group's top suppliers (accounting for more than half of the Group's total spend in the financial period ended 31 December 2024) having supplied products to the Group for more than 20 years.

·      The Directors believe that the breadth and the long-term nature of the Group's supplier network have helped the Group to build a brand of reliability, enabling customers to manage volatility in the supply chain, and offer innovative and value-enhancing initiatives to its customers. The Group achieved service levels (available at the point of order) of 97% in 2023 and 98% in 2024, alongside meeting sustainable sourcing credentials including RSPO certified palm oil and Marine Stewardship Council (MSC) certified wild caught seafood.

·      The Group's procurement team contains experts in key commodity areas across ingredients, packaging and indirect spend categories such as freight and energy. The Group is able to offer direct access to key customers to its procurement team, which supports the customer in a number of areas, from market conditions and pricing through to supply chain risks and regulatory changes. The Directors believe this access generates substantial customer loyalty to the Group and is a competitive advantage compared to the Group's main competitors.

'Category Captain' with a highly diversified and balanced product portfolio with market leading positions in both customer own brand and branded segments

·      The Group has developed a highly diversified product portfolio, which is spread across five business units, Foods, Fish, Italian, Oils and Drinks. The business units are balanced in terms of revenue generation, with no one business unit making up more than 33% of pro forma revenue for the 12 months ended 31 December 2024. Each business unit operates in both the customer own brand and branded segment and the Group has market leading positions in the UK across numerous categories within these business units, including 89% customer own brand volume share in canned ready meals and 85% in peas for the 52 weeks ended September 2024.

·      The Group is well-positioned to capitalise on this expansion and support retailers' efforts in growing their own brands given its extensive and high-quality product portfolio (with over 2,000 active SKUs as at the date of this announcement), proven innovation capabilities, strong service levels and competitive, but not low, pricing model.

·      The Group also has its own strong brands, including 'Napolina', 'Princes' and 'Crisp 'N Dry', which are complementary to the customer own brand product portfolio. In the twelve months ended 31 December 2024, the Group generated 29% of pro forma revenue from branded products, and 71% from customer own brand products (in the six months ended 30 June 2025 32% and 68% of pro forma revenue was generated from branded and customer own brand products, respectively). The strength in the Group's brands means the Group has leading positions in the UK market and other European countries in branded products across a range of product categories.

Long-term, trusted partner of choice for a diverse range of blue-chip customers enabled by a one stop-shop proposition allowing for cross-selling opportunities

·      The Group has a diversified customer base, many of whom the Group has a long-standing relationship with. As of 31 December 2024, the top-20 customers of the Group had an average relationship with the Group of nearly 10 years. As of the date of this announcement the Group has more than 8,000 customers, who are served through three sales channels (large food retailers, B2B partners, and Foodservice and normal trade customers). Major customers include Tesco, Aldi, Sainsbury's, Asda, Morrisons, Marks & Spencer, Lidl, Youngs, Brakes, Bidfood, Nichols, Capri-Sun and Cawston Press.

·      The Group's diversified portfolio includes certain product categories, such as soups, that perform stronger during winter periods, and others, such as chilled drinks, that see higher demand during summer periods, enabling the Group to maintain consistent performance throughout the year and minimising seasonal volatility of the business.

·      This integrated approach has served the Group well, with more than half of the Group's top-20 customers buying both customer own brand and branded products in the financial period ended 31 December 2024. In doing so, the Group has demonstrated its ability to unlock "white space" by cross-selling its products to key customers across its business units, and across customer own brand and branded products.

Attractive financial profile

·      The Directors believe the Group has an attractive and resilient financial profile, supported by a diversified revenue base and disciplined capital management. The Group's revenues are non-cyclical and largely insulated from customer downtrading, as customers are spread across sales channels and segments. In addition, 50% of the top-10 customers have multi-year contracts with the Group in multiple categories, resulting in stable revenues across financial periods.

·      Additionally, the Group maintains a lean and efficient cost structure and is aiming to achieve at least £10 million in cost savings related to its facilities in the twelve months ending 31 December 2025, with an additional at least £10 million of cost savings in the twelve months ending 31 December 2026 through optimisation of the Group's procurement, organisation and logistics functions as well as the further integration of Symington's following Admission. The Group has identified approximately £30m of potential cost synergies which the Directors believe can be achieved by 2030.¹

·      The Group is targeting a margin improvement of at least 3% in the medium term and has already improved pro forma adjusted EBITDA margin from 6.0% in the 12 months to 31 December 2024, to 7.4% in the 6 months to 30 June 2025.

Proven M&A excellence and robust integration playbook

·      The Directors and senior managers of the Group collectively have a strong track record in executing value-accretive mergers and acquisitions, guided by a disciplined strategy based on industrial know-how and operational integration. Over the past 35 years, the Directors and senior managers have collectively completed more than 20 M&A transactions, demonstrating their combined ability to scale and diversify businesses.

·      Rapid integration of acquired businesses has been a key enabler of this M&A success, with the Directors and senior managers becoming skilled at realising operational synergies quickly and focusing on cash flow generation. Since 2019, certain of the Directors and senior managers have overseen investment of more than €900 million into the Major Shareholder's M&A platform, which has resulted in 8.6x higher revenues and 6.3x higher adjusted EBITDA in the Major Shareholder's results for the year ended 31 December 2024 compared to the Major Shareholder's 2019 historical numbers.

·      The Directors believe the Group can add further inorganic growth via M&A, with a medium-term target of £1 billion to £1.5 billion, and have identified a pipeline of targets.

¹ As disclosed by the Major Shareholder on 4 June 2024

Growth Strategy

The Directors believe the Group has a clear strategy to achieve long-term sustainable growth both through organic growth initiatives and through additional M&A activity, as well as continued activation of synergies.

Well-defined roadmap to achieve long-term sustainable organic growth

The Group intends to deliver long-term sustainable organic growth, with a medium-term organic

revenue growth target of more than 3% per annum. The Group intends to achieve this through global cross selling, growing the core products' portfolio, and expanding and diversifying the existing products' portfolio.

Each of these core strategies are framed across six verticals:

·      Win in Italian products - the Group's strategy is to grow its core product Italian categories through existing Group capability, for example pasta, tomatoes, olive oil, and by expanding into broader Italian meal occasions with new product solutions that promote 'modern authenticity'.

·      Elevate edible oils - the Group's strategy to elevate its edible oils offering includes growing its Napolina brand into new markets and expanding Napolina into flavoured olive oils, using the relationships the Group has built in Poland to cross-sell other products, and to expand the Group's capability in different formats to target new sales channels.

·      Modernise ambient foods - the Group's strategy revolves around the modernisation of core Foods product categories such as pulses, soups and ready to eat meals, with new packaging formats, brand and product propositions.

·      Diversify seafood - the Group plans to diversify its ambient seafood portfolio via new fish species and enhanced brand tiering.

·      Drive drinks occasions - the Group plans to expand its capability across drinks sub-segments and changing customer preferences with a focus on health and indulgence (such as low and no alcohol products).

·      New category entry - the Group plans to leverage its in-house manufacturing capabilities to enter new product categories and markets such as infant nutrition and free-from to continue to drive growth.

The approach balances short- to mid-term priorities with long-term ambitions, targeting selective expansion in the EEA and United Kingdom markets.

Organic growth ambitions are supported by demonstrated capabilities: (i) highly flexible production

footprint enabling rapid adaptation to evolving market demands and client-specific needs (strengthens

customer relationships and supports scalable growth), with certain of the Group's facilities having

significant capacity for growth without requiring further capital investment, (ii) over 2,000 active SKUs as at the date of this announcement, and (iii) pipeline of new products under development, including 25 new products in development at the date of this announcement.

The Group has historically been able to deliver on the organic growth strategy, for instance:

·      Cross-selling canned tomatoes under the 'Delverde' brand in Germany, which has high-cross consumption rates with pasta, where the Group is already established; and

·      Expanding into co-manufacturing through the entry into a five-year contract with Capri Sun to be the sole manufacturer in the United Kingdom and Ireland of its 200ml and 330ml pouches and dilutable squash drinks.

Identified M&A opportunities to add inorganic growth

The Directors believe the Group can add further inorganic growth via M&A, with a medium-term target

of £1 billion to £1.5 billion in incremental inorganic revenue growth through M&A. The Group aims to act as a consolidator in the food and beverage industry across the UK and the EEA, targeting businesses that complement its operations and align with the Group's long-term priorities, and which can be integrated to enhance scale, efficiency, and market reach.

The typical characteristics of the Group's targets / potential investments are: (i) companies that are currently underperforming, offering the Group the opportunity to exploit the full potential of the assets, (ii) non-core assets for multi-national companies with potential need for asset rotation, (iii) strong synergy potential (with a particular focus on cost synergies), (iv) companies that could be easily integrated into the Group, and (v) acquisitions resulting in a sustainable combined capital structure. The Group will also consider potential acquisitions which would result in diversification of the Group's sales channels.

The Group has identified:(i) five short-term targets, and (ii) more than 25 potential long-term targets across its business units and which, if any such acquisition was to be completed, may result in the Group entering new product categories. Two of the short-term targets referred to include acquisitions recently announced by the Major Shareholder, namely the acquisition of Diageo Operations Italy S.p.A. ("Diageo Italy Operations"), announced by the Major Shareholder on 24 June 2025 and completed on 30 September 2025, which includes the Santa Vittoria d'Alba (CN) Italian production facility; and the acquisition of the business currently carried out by Heinz Italia S.p.A. related to the manufacturing, packaging, marketing, selling and distribution of baby food and specialty nutrition food products under the Plasmon, Nipiol, BiAglut, Aproten and Dieterba brands, including the Latina production facility ("Plasmon"), announced by the Major Shareholder on 9 July 2025. The purchase price attributable to Diageo Italy Operations is ca. €100 million, subject to post-closing adjustments and the purchase price to be paid by the Major Shareholder for Plasmon is €120 million. No legally binding agreements in respect of any future acquisitions have been entered into as at the date of this announcement.

The Group initially plans to finance add-on M&A through cash on balance sheet with the net proceeds of any Offer, with acquisition debt financing being considered on a transaction-by-transaction basis.

Continue to activate synergies following the integration of the Group into the Major Shareholder

As noted above, the Directors have identified approximately £30 million of potential cost synergies following the acquisition of the Group by the Major Shareholder in July 2024, which the Directors believe can be achieved by 2030. The Directors believe these synergies can be achieved through: (i) procurement efficiencies, (ii) operating leverage (exploiting spare capacity across the various plants of

the Group), (iii) IT system and function consolidations / optimisation, (iv) integrated supply chain and

inventory improvements, and (v) rationalisation of plant services (e.g., maintenance services, third-party

activities, etc.). The Directors estimate that approximately £8 million of these cost synergies have been

able to be activated to date.

The Group has also seen commercial synergies in addition to these financial synergies, such as cross-selling, innovation and procurement, and operational synergies accretive at margin level such as procurement efficiencies, enhanced operating leverage and consolidation of IT and other systems.

The Directors believe that further cost and commercial synergies may be achieved and intend to deliver this through a combination of enhanced cross-selling initiatives, production footprint optimisation and procurement centralisation, strategic combination of commercial expansion, operational efficiency and procurement optimisation. The Group is targeting a margin improvement of at least 3% and a return on capital of more than 20% over the medium term. The Group also targets driving net working capital to zero through operational efficiencies, supplier negotiations and improved inventory management. The Group's integrated model and strong customer relationships provide a robust platform to support these initiatives and unlock incremental value.

Further information on Princes Group:

Pro Forma Financial information of the Group - reflecting, inter alia, if the Group had presented consolidated financial information for the periods set out below and, in addition, Admission.

Unaudited Pro Forma Income Statement of the Group

Pro forma Adjusted EBITDA

Unaudited Pro Forma Statement of Net Assets of the Group as at 30 June 2025

Historical Financial information of the Company and its subsidiary undertakings

Consolidated Income Statement

Consolidated Statement of Financial Position

Consolidated Statement of Cash Flows

Board Information:

Angelo Mastrolia - Executive Chairman

Mr. Angelo Mastrolia obtained a surveyor's diploma and attended law school at the University of Salerno. He started his entrepreneurial activity in the 1980s in the dairy sector as a manager in the family business Piana del Sele Latteria S.p.A. After a number of experiences in the leasing, real estate and luxury yacht sectors, since 2004 Mr. Angelo Mastrolia has acquired several companies in the food & beverage sector through TMT Finance S.A. (currently Newlat Group S.A.), acquiring inter alia Industrie Alimentari Molisane S.r.l. (owner of the Guacci brand), Pezzullo, Corticella and, in 2008, Newlat S.p.A. from Parmalat S.p.A. Subsequently, Mr. Angelo Mastrolia directed the continuing expansion and consolidation of the Newlat Group S.A. in the food & beverage sector in Italy and abroad, also acquiring the 'Birkel' and '3Glocken' brands in Germany, the production plant in Ozzano Taro (Parma), Delverde and, in 2020, Centrale del Latte d'Italia S.p.A. ("CLI"). Furthermore, under the mandate of Mr. Angelo Mastrolia, the Major Shareholder expanded its activities with the acquisition of Symington's in 2021, of Princes France S.A.S. in 2023 and of the Company in 2024. Mr. Mastrolia was appointed as a Director of the Company on 30 July 2024.

Simon Harrison - Chief Executive Officer

Mr. Harrison obtained a degree in Business from the University of Sheffield in 1992. Afterwards he joined Allied Breweries on their Graduate Training programme before moving to the role of Account Director in 1998 at marketing agencies Kilvington Leith Marketing and Momentum, which was part of the McCann Erickson group. In 2001 he began a 20-year career with Coca-Cola Enterprises (now Coca-Cola Europacific Partners). During that time, he held various senior roles including Sales Director and Marketing Director before being appointed to the role of Vice President Commercial Development (UK) in 2018. He joined the Group in 2021 as Chief Commercial Officer before quickly progressing to the role of Deputy Managing Director and has been the CEO of the Group since April 2024. Mr. Harrison was appointed as a Director of the Company on 1 June 2023.

Fabio Fazzari - Chief Financial Officer

Mr. Fazzari obtained a degree in Economics and Management from the University of Turin in 2002. He worked as financial analyst for Sella Holding Banca from 2003 to 2006 and for Equita SIM from 2006 to 2020. Mr. Fazzari joined Newlat Group S.A. in 2020 and is currently the group financial director. Mr. Fazzari was appointed as a Director of the Company on 30 July 2024.

Giuseppe Mastrolia - Executive Director

Mr. Giuseppe Mastrolia obtained a degree in law from the University of Bologna in 2014. In 2008, he joined the Major Shareholder, becoming a member of the Board of Directors and he holds the position of Chief Commercial Officer and Managing Director (Sales & Marketing responsibility). He also holds the position of Geschäftsführer of Newlat Deutschland. As of April 2020, he also holds the position of Vice-Chairman of the Board of Directors of CLI and, starting from of August 2021, he holds the position of Executive Chairman in Symington's Limited. Starting from 2022, he holds the position of Managing Director of Princes France, and he was appointed as a Director of the Company on 30 July 2024.

Benedetta Mastrolia - Executive Director

Ms. Mastrolia obtained a Bachelor Degree in Economics and Business from the University of London in 2017 and a Master in Corporate Finance at the Cass Business School, City University London, in 2018. In 2014, she joined the Board of Directors of the Major Shareholder. In April 2020 she joined the Board of Directors of CLI and in August 2021 she became director of Symington's. Ms. Mastrolia was appointed as a Director of the Company on 30 July 2024.

David Gosnell - Non-Executive Director

Mr. David Gosnell is an experienced Director with expertise in consumer facing businesses. Mr. Gosnell's career includes more than 20 years with Heinz Foods, where he held various international positions including Operations Director for Heinz Europe and the Global Purchasing Director for Heinz. Mr. Gosnell also spent more than 16 years with the global drinks company Diageo where he was a member of the Global Executive Committee from 2008 until he retired from Diageo in 2014. Mr. Gosnell was a non-executive director of Brambles plc between 2006 and 2019, was the Chairman of Bushmills, an Irish Whiskey distiller based in Northern Ireland, between 2015 and 2020 and is currently the Chairman of FTSE 250 company Coats Group plc.

Mr. Gosnell was awarded by the Queen the honour to become an Officer of Most Excellent Order of the British Empire (OBE) in June 2018 to recognise his years of committed business services to the economy of Ireland.

Linda Main - Non-Executive Director

Mrs. Linda Main is an experienced Non-Executive Director with considerable expertise in corporate governance structures and risk across a wide range of businesses. Mrs. Main is a Chartered Accountant who retired from KPMG LLP in September 2023 after a long career leading their Capital Markets Advisory Group. Mrs. Main was also a member of the UK board of KPMG where she chaired the Risk Committee and sat on the Audit Committee. Mrs. Main is a Non-Executive Director at Earnz Plc and MHA plc, and chairs the Audit Committees at both companies. Mrs. Main is also a Director of the Quoted Companies Alliance which champions smaller quoted companies and is a partner at Gara Strategic Advisory, a firm advising companies contemplating initial public offerings.

Louise George - Non-Executive Director

Mrs. Louise George is a highly regarded Chief Financial Officer with over 20 years of board level service with quoted companies including substantial experience of corporate transactions and corporate governance. Between 2014 and 2024, as CFO of Belvoir Group PLC (now part of the Property Franchise Group plc), she helped to take the business, via a buy-and-build strategy, from a single brand residential property lettings specialist to a multi-brand property franchise group of scale providing a range of services.  

Mrs. George is a Chartered Accountant, having qualified with Ernst & Young in 1991, and a Chartered Governance Professional. In January 2025 she was appointed as a non-executive director of Franchise Brands plc of which she is also the Chair of its Audit and Risk Committee.

IMPORTANT LEGAL INFORMATION

This is a financial promotion and is not intended to be investment advice. The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Peel Hunt LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement does not constitute or form part of any offer to sell or issue, or any invitation or solicitation of an offer to buy, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada 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"). The Shares may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of securities in the United States.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons").

In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").

This announcement must not be acted on 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 or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

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", "anticipates", "expects", "intends", "may", "will" or "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. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. BNP PARIBAS, Coöperatieve Rabobank U.A., Peel Hunt LLP, Société Générale, UnitCredit Bank AG, the Company or any member of the Group, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.

Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the possible Offer. 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, if published. 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 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.

The Company may decide not to go ahead with the possible Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

BNP PARIBAS is authorised and regulated by the European Central Bank and the Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised in the United Kingdom by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation in the United Kingdom by the Prudential Regulation Authority. Details about the extent of BNP PARIBAS' regulation by the Prudential Regulation Authority are available from BNP PARIBAS on request. Coöperatieve Rabobank U.A., is authorised by the Dutch Central Bank (De Nederlandsche Bank), the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and subject to regulation by the European Central Bank. Peel Hunt LLP is authorised and regulated in the United Kingdom by the FCA. Société Générale is a société anonyme, with its registered office at 29 boulevard Haussmann, 75009 Paris, France and with a share capital of EUR 1,000,395,971.25, registered at the Paris Trade register under number 552 120 222. Société Générale is a French credit institution (bank) authorised and supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Control and Resolution Authority) (ACPR) and regulated by the Autorité des Marchés Financiers (the French financial markets regulator) (AMF). Details about the extent of Société Générale's authorisation, supervision and regulation are available on request. UniCredit Bank AG is a universal bank with its registered office and principal place of business in Arabellastrasse 12, Munich, Germany. It is entered under HRB 42148 in the B section of the Commercial Register Maintained by Munich Local Court. UniCredit Bank AG is an affiliate of UniCredit S.p.A., Milan, Italy (ultimate parent company). UniCredit Bank AG is subject to regulation by the European Central Bank and Federal Financial Supervisory Authority (BaFin). UniCredit Bank AG, Milan Branch is regulated by Banca d'Italia, the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Federal Financial Supervisory Authority (BaFin). Details about the extent of UniCredit Bank AG's regulation are available on request.

Each of BNP PARIBAS, Peel Hunt LLP, Coöperatieve Rabobank U.A., UniCredit Bank AG, Société Générale, (together "the Banks") are acting exclusively for the Company and no one else in connection with the possible Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible Offer or any transaction or arrangement referred to in this announcement. Each of the Banks and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received fees. Apart from the responsibilities and liabilities, if any, that may be imposed on them 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, neither of the Banks accepts any responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this announcement or for any other statement made or purported to be made by either of the Banks, or on their respective behalf, in connection with the Company, the Shares or the possible Offer and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers 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) 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 the announcement or its contents or otherwise arising in connection therewith.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Group's website, including the websites of the Group's business units, or any website directly or indirectly linked to the Group's website, are not incorporated by reference into, and do not form part of, this announcement.