9 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Airtel Mobile Commerce N.V.
Pre-Stabilisation Notice
Citigroup Global Markets Limited (Contact: Naveen Mittel +44 20 7986 2175) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with the relevant provisions of the Market Abuse Regulation (EU) No 596/2014 and Commission Delegated Regulation (EU) 2016/1052, in each case as such regulations form part of assimilated law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powers conferred by such Act), and the rules of the Financial Conduct Authority.
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The securities: |
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Issuer: |
Airtel Mobile Commerce N.V. (the “Company”) |
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Securities: |
Ordinary shares with a nominal value of €0.01 each (“Ordinary Shares”) |
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ISIN: |
NL0015074C60 |
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Offering size: |
270,000,000 Ordinary Shares (excluding the Ordinary Shares subject to the Over-allotment Option) |
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Description: |
Initial Public Offering of Ordinary Shares |
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Offer price: |
£1.96 per Ordinary Share |
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Associated securities: |
There are no associated instruments that are subject to stabilisation |
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Stabilisation: |
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Stabilising manager: |
Citigroup Global Markets Limited (the “Stabilising Manager”), Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
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Stabilisation period expected to start on: |
9 October 2026 (approximately 08.00 a.m. (London time)) |
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Stabilisation period expected to end no later than: |
6 November 2026 (close of business) |
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Existence, maximum size and conditions of use of over-allotment facility: |
The Stabilising Manager may over-allot Ordinary Shares to the extent permitted in accordance with applicable law, up to the maximum size of 27,000,000 Ordinary Shares (representing a maximum of 10% of the total number of Ordinary Shares comprised in the offer). |
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Stabilisation trading venue: |
London Stock Exchange plc, Over-The-Counter (OTC) and other order book venues e.g. Turquoise, BATS and Chi-X |
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Over-allotment Option: |
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Terms: |
For the purposes of allowing the Stabilising Manager to cover short positions resulting from any over-allotments and/or from sales of Ordinary Shares effected by it during the stabilising period, Bharti Airtel International (Netherlands) B.V. and Mastercard Asia/Pacific Pte Ltd (the “Over-allotment Shareholders”) have granted the Stabilising Manager an option (the “Over-allotment Option”), pursuant to which the Stabilising Manager may subscribe or procure subscribers for up to 27,000,000 additional Ordinary Shares (representing a maximum of 10% of the total number of Ordinary Shares comprised in the offer (the “Over-allotment Shares”)) at the offer price. The Over-allotment Option is exercisable in whole or in part upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Ordinary Shares on the Main Market of the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be subscribed for on the same terms and conditions as the Ordinary Shares being issued in the offer and will form a single class for all purposes with the other Ordinary Shares. |
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Duration: |
The Over-allotment Option may be exercised in full or in part at any time during the stabilisation period. |
In connection with the offer, the Stabilising Manager or any of its agents may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares up to a total of 10 per cent of the total number of Ordinary Shares included in the offer (excluding the Ordinary Shares subject to the Over-allotment Option) or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the price at which each of the Ordinary Shares to be sold pursuant to the offer is to be sold. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales effected by it during the stabilisation period, the Stabilising Manager has been granted the Over-allotment Option described above.
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 Company in any jurisdiction. 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 only addressed to and directed at specific addressees who: (A) if in Member States of the European Economic Area ("Member States"), are persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (“Qualified Investors”); and (B) if in the United Kingdom, are “qualified investors” within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations who are also: (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated; or (iv) members of RetailBook’s partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the offer, for onward distribution to retail investors resident and physically present in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged only with, Relevant Persons; and (ii) in any Member State is available only to, and may be engaged only with, Qualified Investors.
This announcement is not for release, publication or distribution, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia, together, the “United States”), Australia, New Zealand, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities, to any person in any jurisdiction, including the United States, Australia, New Zealand, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction in the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the securities referred to herein in the United States, Australia, New Zealand, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, New Zealand, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada, Japan or South Africa.