REG - THG PLC - Completion of Demerger

THGAnnouncement

02/01/2025 14:15

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RNS Number : 9662R  THG PLC  02 January 2025

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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

2 January 2025

 

THG PLC

(the "Company")

Completion of Demerger

Further to the announcement by the Company on 27 December 2024 confirming the
results of the General Meeting and confirming the number of Ordinary Shares in
respect of which valid elections to participate in the B Share Redesignation
and Ingenuity Distribution had been received, the Company today confirms that:

·    the B Share Redesignation occurred on 30 December 2024;

·    the Ingenuity Distribution has today been made to holders of B
Shares; and

·    following completion of the Ingenuity Distribution, each of the B
Shares has been redesignated as a Deferred 1 Share.

As such, the Company is pleased to confirm that the Demerger has completed.

Following completion of the Demerger:

·    The number of Ordinary Shares in the issued share capital of the
Company has decreased and the number of Deferred 1 Shares in the issued share
capital of the Company has increased. As at the date of this announcement, the
Company's issued share capital consists of 1,322,058,529 Ordinary Shares,
56,082,651 D1 ordinary shares of £0.005 each, 17,066 D2 ordinary shares of
£1.00 each, 48,605,750 E ordinary shares of £0.005 each, 26,715,453 F
ordinary shares of £0.005 each, 16,885,866 G ordinary shares of £0.005 each,
204,404,691 Deferred 1 Shares and 21,563,860 deferred 2 shares of £0.005
each. The Company does not hold any shares in treasury.

·    Shareholders who did not elect to participate in the Demerger have
retained their holdings of Ordinary Shares and now hold a proportionally
increased percentage of Ordinary Shares in the Company.

·    Shareholders who elected to participate in the Demerger now hold
Ingenuity Shares and their holdings of Ordinary Shares in the Company have
reduced proportionally.

Matched Bargain Facility

In addition, Shareholders are reminded that the Ingenuity Shareholders'
Agreement requires Ingenuity Shareholders who have received Ingenuity Shares
in uncertificated form to transfer those uncertificated Ingenuity Shares into
escrow in accordance with the following instructions:

·    An Ingenuity Shareholder who has received Ingenuity Shares (ISIN:
GB00BR4ZLS43) in uncertificated form pursuant to the Ingenuity Distribution or
any person who subsequently receives Ingenuity Shares in uncertificated form
in accordance with the Ingenuity Articles or Ingenuity Shareholders' Agreement
is required to transfer those uncertificated Ingenuity Shares into escrow with
Equiniti Limited ("EQ") by making a CREST Transfer to Escrow ("TTE")
instruction to CREST Participant ID: RA11 and CREST Member Account ID:
EQESCROW (the "Escrow Details").

·    The relevant Ingenuity Shares will only be released from escrow once
IngenuityCo is satisfied that the relevant requirements for a transfer of
Ingenuity Shares set out in the Ingenuity Shareholders' Agreement and the
Ingenuity Articles have been complied with. IngenuityCo would then provide
authorisation to EQ (via JP Jenkins) to process a Transfer from Escrow
instruction that would release the relevant number of Ingenuity Shares from
escrow to support a trade within the matched bargain facility described in
paragraph 8 of the Circular (the "Matched Bargain Facility"). EQ reserves the
right to request that the CREST participant processes an Escrow Adjustment
instruction.

·    Following settlement of any authorised trade pursuant to the Matched
Bargain Facility, the CREST custodian in receipt of the Ingenuity Shares would
be required under the Ingenuity Shareholders' Agreement and the Ingenuity
Articles to make a TTE to the Escrow Details, with such Ingenuity Shares
remaining in escrow until authorisation for any further transfer of the
Ingenuity Shares is obtained from IngenuityCo.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Demerger circular, which was made
available by the Company to its Shareholders on 28 November 2024.

For further information please contact:

 Investor enquiries:

 Greg Feehely, SVP Investor Relations                                    investor.relations@thg.com

 Kate Grimoldby, Director of Investor Relations and Strategic Projects
 Media enquiries:

 Sodali & Co - Financial PR adviser                                      Tel: +44 (0) 20 7250 1446

 Victoria Palmer-Moore                                                   thg@sodali.com

 Russ Lynch
 THG PLC                                                                 media-enquiries@thg.com

 Viki Tahmasebi
 Barclays (Joint Corporate Broker)                                       +44 (0) 20 7623 2323

 Alastair Blackman

 Callum West

 Dominic Harper

 Jefferies International Limited (Joint Corporate Broker)                +44 (0) 20 7029 8000

 Philip Noblet

 Ed Matthews

 Gavriel Lambert
 Peel Hunt LLP (Joint Corporate Broker)                                  +44 (0) 20 7418 8900

 George Sellar

 Andrew Clark

 Ella Hastings

 

Further Information

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA,
Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt"),
each of which is authorised and regulated by the FCA, are acting exclusively
for the Company and no one else in connection with the Demerger and will not
be responsible to anyone other than the Company for providing the protections
afforded to the respective clients of Barclays, Jefferies and Peel Hunt, or
for providing advice in connection with the Demerger, the contents of this
announcement or any other matter referred to in this announcement.

 

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