RNS Number : 9249C
THG PLC
31 March 2025
THG PLC
(the "Company")
PDMR / PCA Shareholding & TR-1 Notification
Following completion of the successful oversubscribed equity fundraise announced on 25 March 2025, underpinned by founder and chief executive Matthew Moulding's net contribution of £60 million, the Company has received the below notifications.
Matthew Moulding's equity interest in the Company equates to 429,873,034 shares, being approximately 25 per cent. on a fully diluted basis. This equity interest is comprised of:
· 98,596,539 ordinary voting shares;
· 122,190,088 unlisted ordinary shares; and
· a conversion right for a further 209,086,407 ordinary voting shares pursuant to the Convertible Loan.
To satisfy demand from new and existing investors in the oversubscribed equity fundraise, the Company's new share authority limits required Matthew Moulding to transfer 23,327,894 ordinary voting shares to the placing book, the gross proceeds of which were all reinvested into the Company by way of the Convertible Loan. No proceeds were received from the transactions referred to in this notification by Matthew Moulding, FIC Shareco Limited or any person closely associated with them.
The Company makes the below announcement and notifications in accordance with the requirements of the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation.
PDMR/PCA Shareholding
1.
Details of the person discharging managerial responsibilities / persons closely associated with them
a)
Name
FIC Shareco Limited
2.
Reason for the notification
a)
Position / Status
PCA of Matthew Moulding
b)
Initial Notification / Amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
THG PLC
b)
LEI
21380066N3SV9O8IDP37
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument Identification Code
Ordinary shares of £0.005 each ISIN: GB00BMTV7393
b)
Nature of the transaction
Entering into a convertible loan agreement with the Company giving the right to acquire new ordinary shares on conversion Disposal of ordinary shares
c)
Price(s) and volume(s)
Volume: £67,534,909.76 (principal value of Convertible Loan)* 32.3p (price) = 209,086,407 (number of new ordinary shares to be issued on conversion) Price(s): 32.3p Volume (number of shares disposed to placing book): 23,327,894
d)
Aggregated information
N/a
e)
Date of transaction
28 March 2025
f)
Place of transaction
London Stock Exchange (XLON)
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BMTV7393
Issuer Name
THG PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Matthew Moulding
City of registered office (if applicable)
Altrincham
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
Name
City of registered office
Country of registered office
FIC Shareco Limited
St Peter Port
Guernsey
5. Date on which the threshold was crossed or reached
28-Mar-2025
6. Date on which Issuer notified
31-Mar-2025
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
7.090000
0.000000
7.090000
98596539
Position of previous notification (if applicable)
9.222317
0.000000
9.222317
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB00BMTV7393
22326196
76270343
1.610000
5.480000
Sub Total 8.A
98596539
7.090000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Matthew Moulding
1.610000
Matthew Moulding
FIC Shareco Limited
5.480000
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
31-Mar-2025
13. Place Of Completion
London, UK
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