REG - THG PLC - ESCC transfer & Ingenuity demerger update

THGAnnouncement

17/09/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240917:nRSQ4140Ea&default-theme=true

RNS Number : 4140E  THG PLC  17 September 2024

17 September 2024

 

THG PLC

 

Proposed application to transfer to the Equity Shares (commercial companies)
category

of the London Stock Exchange

 

Progressing options for the demerger of THG Ingenuity from THG PLC

 

 

THG PLC ("THG" or the "Group") is pleased to announce its appointment of a
Sponsor in order to facilitate the transfer of all 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
("FCA") ("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 Group is targeting to effect the ESCC transfer for
index inclusion no later than March 2025.

 

Whilst no shareholder approval is required in connection with the Transfer,
the Board has consulted extensively with shareholders and has concluded that
it would be in the best interests of THG and its shareholders to effect the
Transfer. 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 as detailed below,
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.

 

It is anticipated that, subject to the Transfer becoming effective and other
conditions being met, THG will be eligible to be considered for inclusion into
the FTSE UK Index Series.

 

The Board is committed to the highest standards of corporate governance and
will be required to continue to report against the provisions of the UK
Corporate Governance Code following the Transfer. The Transfer is conditional
on the approval of the FCA, and a further update will be provided in due
course with respect to anticipated timing of approval and subsequently
eligibility for the next FTSE Index review.

 

 

Option to demerge THG Ingenuity

 

Pursuant to THG's stated strategy to maximise shareholder value, and following
extensive shareholder engagement, the Group announces that it is actively
undertaking detailed work to review potential structures to facilitate the
demerger of THG Ingenuity. At this stage no certainty can be provided on a
demerger timescale whilst we consider the options to achieve this outcome,
however, structuring tax clearances have now been approved by HMRC. Any
proposed demerger is expected to require shareholder approval, accordingly
further information, including details of the proposed demerger, will be
provided to shareholders in due course. A demerger of THG Ingenuity and the
Transfer can be effected concurrently. Therefore, any decision to demerge THG
Ingenuity will not impact or delay the Transfer and vice versa.

 

Post a demerger, the Group would consist of THG Beauty and THG Nutrition, two
globally leading consumer businesses, which are highly profitable, cash
generative and capable of paying dividends.

 

For further information please contact:

 

 Investor enquiries:
 Greg Feehely, SVP Investor Relations                                    Investor.Relations@thg.com (mailto: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 (mailto:thg@powerscourt-group.com)

 THG PLC

 Viki Tahmasebi                                                          Viki.tahmasebi@thg.com (mailto:Viki.tahmasebi@thg.com)

ENDS

 

Notes to editors

THG PLC operates three distinct businesses in Beauty, Nutrition and Ingenuity,
each scaled from the UK to hold global leading positions in their respective
sectors.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDGPUPGBUPCPUQ