Share Buyback via Reverse Accelerated Bookbuild
The Beauty Tech Group plc has announced the launch of its share buyback programme, engaging Joh. Berenberg, Gossler & Co. KG to implement a reverse accelerated bookbuild (RABB) for up to £20 million. This initiative, supported by the company's strong balance sheet and cash flow, aims to reduce share capital with the purchased ordinary shares expected to be cancelled. The RABB will commence immediately and close on 30 September 2026, with the final number of shares and purchase price to be determined at its close. Any remaining portion of the £20 million buyback programme not utilized by the RABB is expected to be conducted through a rolling on-market buyback.
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On 17 September 2026, The Beauty Tech Group plc announced its intention to launch an up to £20 million share buyback programme to purchase ordinary shares of £0.10 each in the capital of the Company (“Ordinary Shares”) (the “Buyback Programme”). The Buyback Programme is underpinned by the Company’s strong balance sheet and cash flow and is aligned to TBTG's capital allocation framework.
The Company today announces that it has engaged Joh. Berenberg, Gossler & Co. KG, London Branch (“Berenberg”) to implement the Buyback Programme by way of a reverse accelerated bookbuild for up to £20 million (the “RABB”).
The RABB, the above-mentioned value of which is before associated fees, expenses, and stamp duty, will be carried out on the London Stock Exchange and conducted within the limits of the general authority to purchase Ordinary Shares granted by shareholders at the Company's annual general meeting held on 19 June 2026 (the “Authority”).
Pursuant to the RABB, Berenberg will purchase, as riskless principal, up to a maximum of 16,594,076 Ordinary Shares (pursuant to the Authority) or, if lower, Ordinary Shares for an aggregate purchase price of up to £20 million at a price per Ordinary Share to be determined based on the offers received in the RABB (the “Purchase Price”).
In line with the Authority, the maximum price per Ordinary Share (exclusive of expenses) pursuant to the RABB may not exceed the higher of (a) 105 per cent of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased and (b) an amount equal to the higher of (i) the price of the last independent trade of an Ordinary Share; and (ii) the highest current independent bid for an Ordinary Share, in each case on the trading venue where the purchase is carried out at the relevant time, including when shares are traded on different venues.
The Company has granted a put option to Berenberg pursuant to a repurchase agreement (the “Repurchase Agreement”) under which Berenberg may require the Company to purchase, at the Purchase Price, the Ordinary Shares purchased by Berenberg pursuant to the RABB and Berenberg has granted a call option to the Company pursuant to the Repurchase Agreement under which the Company may require Berenberg to sell, at the Purchase Price, those Ordinary Shares to it. The RABB is subject to the conditions set out in the Repurchase Agreement being fulfilled.
The RABB will commence immediately following this announcement and will close at 16:35 (BST) on 30 September 2026. The final number of Ordinary Shares to be purchased, together with the Purchase Price will be agreed at the close of the RABB at the sole discretion of TBTG and Berenberg and the results of the RABB will be announced as soon as practicable thereafter. To the extent that the RABB is oversubscribed, orders will be scaled back (whether on a pro rata basis or otherwise) at the sole discretion of TBTG and Berenberg.
CREST shareholders wishing to sell Ordinary Shares as part of the RABB should inform their broker to contact Berenberg before 16:35 (BST) on 30 September 2026. Berenberg: +44 (0)20 3207 7800.
For logistical reasons, the RABB is not being made available to shareholders who hold their Ordinary Shares in certificated form.
Purchase of the Ordinary Shares pursuant to the RABB will take place following announcement of the results of the RABB. The directors of the Company will not be participating in the RABB as sellers.
The purpose of the Buyback Programme is to reduce the share capital of the Company, with the Ordinary Shares purchased under the RABB expected to be cancelled.
The balance of the Buyback Programme, not taken up by the RABB, is expected to be undertaken by way of a rolling on-market buyback programme, details for which, if it proceeds, will be announced separately.
| FTI Consulting Josephine Corbett Harriet Jackson Amy Goldup Harleena Chana | T: +44 (0) 20 3727 1000 tbtg@fticonsulting.com |
| Berenberg Clayton Bush Alex Wright Alix Mecklenburg-Solodkoff Ryan Mahnke | T: +44 (0) 20 3207 7800 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.