REG - THG PLC - ESCC transfer effective date, Index eligibility

THGAnnouncement

28/11/2024 07:00

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RNS Number : 9342N  THG PLC  28 November 2024

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR AN EXEMPTION DOCUMENT
AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY
OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE
COMPANY OR THE SOLICITATION OF ANY VOTES ATTACHING TO ANY SUCH SHARES OR
SECURITIES, NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT
WHATSOEVER.

28 November 2024

THG PLC

Transfer from the Equity Shares (Transition) Category to the Equity Shares
(Commercial Companies) Category (effective 6 January 2025) and eligibility for
inclusion in FTSE UK Index Series from March 2025

THG PLC ("THG" or the "Company" and together with its subsidiaries, the
"Group") announces that it is proposing to transfer the listing category of
all of its ordinary shares of £0.005 each (the "Ordinary Shares") from the
equity shares (transition) category of the Official List maintained by the
Financial Conduct Authority (the " FCA ") (the " Official List ") to the
equity shares (commercial companies) ("ESCC") category of the Official List,
in accordance with UKLR 21.5R and UKLR TP 2 (the "Transfer").

The provision of a minimum of 20 business days' notice (which period commenced
by way of today's announcement) is required to effect the Transfer. No
shareholder approval is required in connection with the Transfer. It is
anticipated that the Transfer will take effect at 8.00 a.m. on 6 January 2025.
The Transfer is conditional on the approval of the FCA.

1. Background to and reasons for the Transfer

The Company's Ordinary Shares were admitted to the Standard Listing segment of
the Official List and to trading on the Main Market of the London Stock
Exchange on 21 September 2020. At the time of admission to the Main Market,
the special share held by Mr. Matthew Moulding, the Company's Chief Executive
Officer and a founder of the business, meant that it was not eligible for
admission to the Premium Listing segment of the Official List. On 21 June
2023, the Company announced that it had been notified that Mr. Moulding had
transferred the special share resulting in all of the rights attaching to the
special share ceasing in accordance with the Company's articles of
association.

Since that time, the Company has consistently stated its ambition to transfer
to the Premium Listing segment pending completion of the FCA's review of the
listing regime, which was completed on 29 July 2024 with the implementation of
the new UK Listing Rules (the "UKLRs"). Accordingly the Company's listing was
mapped to the equity shares (transition) category. The Company has already
been voluntarily adhering with many ESCC category standards of corporate
governance and is subject to the UK Takeover Code. As the new UKLRs create a
new, simplified and more competitive listing regime in the UK, the Board has
concluded that it would be in the best interests of the Company and its
shareholders as a whole to effect the Transfer.

The Board believes that the Transfer will bring with it a number of benefits
to the Company and its shareholders. In particular, the Board believes the
Transfer will:

·    enable the Ordinary Shares to be considered for inclusion in the FTSE
UK Index Series which is expected to improve passive investment flows and
liquidity;

·     support execution of the Group's strategy, through raising its
visibility;

·   afford increased protection for investors under the UKLRs as a result
of the higher standards placed on companies admitted to the ESCC category,
including in relation to significant transactions and related party
transactions; and

·  benefit its shareholders by making THG's previously voluntary adherence
to certain ESCC category standards of corporate governance, and regulatory and
reporting compliance, compulsory.

The Company has therefore made the required application to the FCA to approve
the Transfer with effect from 8.00 a.m. on 6 January 2025. As at 26 November
2024, the Company had 1,525,764,626  Ordinary Shares in issue.

2. Effect of the Transfer

Following the Transfer, certain additional provisions of the UKLRs will apply
to the Company. These provisions are set out in UKLR 4 to 10 (inclusive) and
relate to the following matters:

·    the requirement for the Company to appoint a sponsor or obtain a
sponsor's guidance in certain circumstances (UKLR 4);

·    the application to the Company of certain eligibility requirements
for admission to listing that are specific to companies admitted to the ESCC
category (UKLR 5);

·    the requirement for the Company to comply with various continuing
obligations that are specific to companies admitted to the ESCC category,
including requirements with respect to the content of the Company's annual
report and accounts (including a statement as to compliance with the UK
Corporate Governance Code or an explanation of any non-compliance - it being
noted that the Company already includes disclosure along these lines in its
annual report and accounts voluntarily) (UKLR 6);

·   the requirement for the Company to make announcements with respect to
certain significant transactions, reverse takeovers, indemnities and similar
arrangements and issues by major subsidiaries, as well as the requirement to
obtain shareholder approval for reverse takeovers (UKLR 7);

·    the requirement for the Company to make announcements with respect to
certain related party transactions as well as obtaining a fair and reasonable
confirmation from a sponsor in relation to the terms of certain related party
transactions (UKLR 8);

·   certain restrictions on the Company which are applicable to companies
admitted to the ESCC category relating to further issuances, dealing in own
securities and treasury shares (UKLR 9); and

·    certain requirements applicable to the Company with respect to the
content of circulars issued by the Company to its shareholders (UKLR 10).

3. New eligibility requirements

The Company confirms that it will be able to meet the new eligibility
requirements in UKLR 5.2, 5.3 and 5.4 which will apply to it on the Transfer.

With respect to UKLR 5.2, the Company confirms that it is not an externally
managed company. With respect to UKLR 5.3, the Company confirms that it does
not currently have a controlling shareholder. In addition, the Company
confirms that it has in place a constitution which allows it to comply with
the UKLR and in particular: (a) provides that where the UKLRs require a
shareholder vote to be taken, that vote must be decided by a resolution of the
holders of the Ordinary Shares, as required by UKLR 6.2.27R; and (b) ensures
that all Ordinary Shares carry an equal number of votes on any shareholder
vote, as required by UKLR 5.4.2R.

4. FTSE eligibility and qualification

FTSE Russell meets on a quarterly basis to review the constituents of the FTSE
UK Index Series, incorporating the FTSE 100, FTSE 250 and FTSE SmallCap
indices. It is anticipated that, subject to the Transfer becoming effective
and other conditions being met, the Company will be eligible to be considered
for inclusion into the FTSE UK Index Series. The Company expects to be
eligible for acceptance into the FTSE UK Index Series in March 2025. The March
FTSE UK Index new issue cut-off date is 4 March 2025, with the effective date
for the rebalance on 24 March 2025.

5. Corporate Governance

The Board is committed to the highest standards of corporate governance. As
noted above, the annual report and accounts of the Group for the year ended 31
December 2023 describe how, throughout the financial year, the Company
voluntarily applied the principles of the current UK Corporate Governance
Code.

The Board will be required to continue to report against the provisions of the
UK Corporate Governance Code following the Transfer.

6. UK Takeover Code

As the Company has its registered office in the UK and its Ordinary Shares are
admitted to trading on the Main Market of the London Stock Exchange, the
Company is currently, and, following the Transfer will remain, subject to the
UK Takeover Code.

7. Appointment of Sponsor

The Company has appointed Barclays Bank PLC ("Barclays") to act as its Sponsor
in relation to the Transfer. Barclays has given and has not withdrawn its
written consent to the inclusion of the reference to its name in the form and
context in which it is included in this announcement.

 

Enquiries

For further information:

 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 / Russ Lynch / Sam Austrums                       thg@sodali.com

  THG PLC

 Viki Tahmasebi                                                          Viki.tahmasebi@thg.com

 

Barclays Bank PLC (Joint Corporate Broker and Sole Sponsor)

Tom Johnson

Alastair Blackman

Ben Plant

David Prevezer

 

Tel: +44 (0)20 7623 2323

 

IMPORTANT NOTICE:

The contents of this announcement have been prepared by and are the sole
responsibility of the Company. The Company is not offering any Ordinary Shares
or other securities in connection with the proposals described in this
announcement. This announcement does not constitute or form part of, and
should not be construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities in the
Company or securities in any other entity, in any jurisdiction, or the
solicitation of any votes attaching to any securities, nor shall it, or any
part of it, or the fact of its distribution, form the basis of, or be relied
on in connection with, any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a recommendation regarding
any securities.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "projects", "assumes", "expects", "intends", "may", "will",
"would" or "should", or in each case, their negative or other variations or
comparable terminology. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this announcement and include statements regarding the Company's intentions,
beliefs or current expectations concerning, among other things, the Group's
result of operations, financial condition, prospects, growth strategies and
the industries in which the Group operates. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied by the
forward-looking statements, including without limitation: conditions in the
markets, market position, the Company's earnings, financial position, return
on capital, anticipated investments and capital expenditures, changing
business or other market conditions and general economic conditions. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements contained in
this announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.

Subject to the Company's regulatory obligations, including under the UKLRs,
the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation
and the Financial Services and Markets Act 2000 ("FSMA"), neither the Company
nor Barclays undertakes any obligation to update publicly or revise any
forward-looking statement whether as a result of new information, future
events or otherwise. None of the statements made in this announcement in any
way obviates the requirements of the Company to comply with its regulatory
obligations.

Barclays, which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the FCA and the PRA in the United Kingdom, is acting for the
Company and for no one else in connection with the Transfer and will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Barclays, nor for providing advice in relation to the
Transfer, the content of this announcement or any matter referred to in this
announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Barclays by the FSMA or the regulatory regime established
thereunder, none of Barclays nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person in connection with this announcement, any statement
contained herein or otherwise, nor makes any representation or warranty,
express or implied, in relation to, the contents of this announcement,
including its accuracy, completeness or verification or for any other
statement purported to be made by the Company, or on behalf of the Company, or
Barclays, or on behalf of Barclays in connection with the Company or the
Transfer. Barclays and its subsidiaries, branches and affiliates accordingly
disclaim to the fullest extent permitted by law all and any responsibility or
liability to any person, whether arising in tort, contract or otherwise (save
as referred to above) which they might otherwise have in respect of this
announcement or any such statement.

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