Marex Group plc Announces Pricing of the Public Offering

Rhea-AI Summary

Marex Group plc (Nasdaq: MRX) has announced the pricing of its public offering at $35.50 per share. The offering consists of 10,283,802 ordinary shares being sold by certain selling shareholders, who have also granted underwriters a 30-day option to purchase up to an additional 1,542,570 ordinary shares.

The company itself is not selling any shares and will not receive any proceeds from the offering. The transaction is expected to close on April 17, 2025. Goldman Sachs, Barclays, and Jefferies are serving as lead book-running managers, while UBS Investment Bank, Keefe, Bruyette & Woods, Piper Sandler, TD Securities, and Berenberg are acting as bookrunners for the offering.

Positive

• Successful pricing of the offering indicates market confidence
• Strong syndicate of investment banks supporting the offering

Negative

• No proceeds will be received by the company from the share sale
• Potential dilution risk from additional shares if underwriters exercise their option

Insights

Financial Markets Analyst

Selling shareholders' offering of 10.3M shares at 6.8% discount to market price signals negative sentiment and will likely pressure stock price.

Marex Group's announcement reveals a sizeable secondary offering where selling shareholders are offloading 10,283,802 ordinary shares at $35.50 per share, with an option for underwriters to purchase an additional 1,542,570 shares. This pricing represents a 6.8% discount to the current market price of $38.11.

The offering's structure is particularly noteworthy - this is entirely a secondary offering where existing shareholders are reducing their stakes, not the company raising new capital. Marex explicitly states they "will not receive any proceeds" from these transactions.

The total potential deal size of approximately $419 million (including overallotment) represents about 15% of Marex's current $2.77 billion market capitalization. Such significant insider selling typically exerts downward pressure on share prices for several reasons:

• The substantial discount signals potential valuation concerns from insiders
• The increased supply of shares entering the market creates selling pressure
• The perception that knowledgeable insiders are reducing exposure often dampens investor sentiment

The involvement of multiple tier-one investment banks (Goldman Sachs, Barclays, Jefferies) indicates this is a well-orchestrated exit by significant shareholders. While such offerings can improve liquidity and potentially broaden the institutional shareholder base, the immediate market reaction to such transactions is typically negative.

The timing of this offering, coinciding with the stock trading near $38, suggests selling shareholders may be capitalizing on current valuations they consider favorable. Without company participation, this transaction represents a transfer of ownership rather than growth capital, highlighting a potential misalignment between insider outlook and public market valuation.

NEW YORK, April 17, 2025 (GLOBE NEWSWIRE) -- Marex Group plc (“Marex”) (Nasdaq: MRX), the diversified global financial services platform, today announces the pricing of the public offering (the “Offering”) of 10,283,802 ordinary shares by certain selling shareholders (the “Selling Shareholders”) at $35.50 per share. In connection with the Offering, the Selling Shareholders have granted the underwriters a 30-day option to purchase up to an additional 1,542,570 ordinary shares.

Marex is not selling any ordinary shares in the Offering and will not receive any proceeds from any sale of shares by the Selling Shareholders. The Offering is expected to close on April 17, 2025, subject to customary closing conditions.

Goldman Sachs & Co. LLC, Barclays and Jefferies are acting as lead book-running managers and as representatives of the underwriters for the Offering. UBS Investment Bank, Keefe, Bruyette & Woods, a Stifel Company, Piper Sandler & Co., TD Securities and Berenberg are acting as bookrunners for the Offering.

The Offering is being made only by means of a prospectus. Copies of the prospectus relating to the Offering may be obtained from:

• Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com;
• Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847, or by email at barclaysprospectus@broadridge.com; or
• Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by phone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com.
  

A registration statement on Form F-1 relating to the Offering has been filed with, and was declared effective by, the U.S. Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including the expected closing date of the Offering. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, such as the effect of Russia’s military action in Ukraine or the on-going conflicts in the Middle East, on market volatility, global macroeconomic conditions and commodity prices; changes in interest rate levels; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; and if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investments or civil or criminal sanctions, and other risks discussed under the caption “Risk Factors” in our Registration Statement filed on Form F-1 with the SEC on April 14, 2025 and our other reports filed with the SEC.

The forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Enquiries please contact:

Nicola Ratchford / Adam Strachan
Marex
+44 (0) 778 654 8889 / +1 914 200 2508 | nratchford@marex.com / astrachan@marex.com

FTI Consulting US / UK
+1 (919) 609-9423 / +44 (0) 7776 111 222 | marex@fticonsulting.com

FAQ

What is the size and price of Marex Group's (MRX) public offering?

Marex Group's offering consists of 10,283,802 ordinary shares priced at $35.50 per share, with an additional 30-day option for underwriters to purchase up to 1,542,570 shares.

Will Marex Group (MRX) receive any proceeds from the public offering?

No, Marex Group will not receive any proceeds as the shares are being sold by selling shareholders, not by the company.

When is the expected closing date for Marex Group's (MRX) public offering?

The offering is expected to close on April 17, 2025, subject to customary closing conditions.

Who are the lead underwriters for Marex Group's (MRX) public offering?

Goldman Sachs, Barclays, and Jefferies are acting as lead book-running managers for the offering.