Share Buyback Programme

Trustpilot Group PLC

11 September 2024

 

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

[e-mail]

[phone]

Financial PR

Headland Consultancy

Stephen Malthouse

Rob Walker

Charlie Pepper

[phone]

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.

 

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