The Retail Offer
SSE is pleased to announce a conditional retail offer of new ordinary shares of 50 pence each in the capital of the Company (“Ordinary Shares”) via RetailBook (the “Retail Offer” and the Ordinary Shares offered in the Retail Offer the “Retail Offer Shares”).
The Company is also conducting a non-pre-emptive placing of new Ordinary Shares to certain eligible institutional investors by way of an accelerated bookbuilding process (the “Placing”) as announced by the Company earlier today. For the avoidance of doubt, the Retail Offer is not part of the Placing.
In addition to the Placing and the Retail Offer, the executive management team and certain directors of the Company have agreed, conditional on the Placing, to subscribe for new Ordinary Shares (the “Subscription”, together with the Placing and Retail Offer, the “Equity Issue”).
The issue price of the new Ordinary Shares to be issued pursuant to the Equity Issue will be determined following the close of the bookbuilding process (the “Issue Price”).
The Retail Offer is conditional on the new Ordinary Shares to be issued pursuant to the Placing and the Retail Offer being admitted to listing in the Equity Shares (Commercial Companies) category of the Official List of the FCA and admitted to trading on the main market for listed securities of London Stock Exchange plc (the “LSE”) (“Admission”). Admission is expected to take place at 8.00 a.m. (London time) on 14 November 2025.
The Retail Offer will not be completed without the Placing also being completed.
The net proceeds of the Equity Issue will be used as part of the overall funding of SSE’s five-year strategic investment plan for FY26-30. Please refer to the separate announcement released earlier today titled “Strategic Update”.
The proposed issue and allotment of the new Ordinary Shares pursuant to the Equity Issue is within the existing shareholder authorities granted to the Company at its Annual General Meeting held on 17 July 2025. The board of directors of the Company believes that the Equity Issue, including the Retail Offer, is in the best interests of shareholders and the Company’s wider stakeholders.
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer within the Company’s existing authorities from shareholders so as to minimise cost and time to completion, the Company values its retail shareholder base and is therefore pleased to provide retail investors the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines.
The Retail Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The Retail Offer is expected to close at the same time as the Placing and may close earlier at the discretion of the Company or if it is oversubscribed.
Eligible retail investors can participate through RetailBook’s partner network of investment platforms, retail brokers and wealth managers, subject to such partners’ participation. More information on RetailBook’s partner network can be found here.
Applications for Retail Offer Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue. This includes the interim dividend announced by the Company today.
Eligibility for the Retail Offer
The Retail Offer is available to new investors and existing shareholders of the Company in the UK. Priority will be given to applications by existing shareholders of the Company.
To be eligible to participate in the Retail Offer, applicants must be a customer of a participating partner.
Eligible investors wishing to subscribe for Retail Offer Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the Retail Offer.
Some RetailBook partners may only accept applications from their existing customers and/or existing shareholders in the Company.
There is a minimum subscription of ÂŁ250 per investor. The terms and conditions on which eligible investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the Retail Offer.
The Company reserves the right to scale back any order under the Retail Offer at its discretion and will give priority to applications by its existing shareholders. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
Investors should also note that the Retail Offer will remain open alongside a live share price and the market price of the shares may be less than the Issue Price.