REG - THG PLC - Ingenuity Demerger Circular and Notice of GM

THGAnnouncement

28/11/2024 07:15

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RNS Number : 9344N  THG PLC  28 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
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

28 November 2024

 

THG PLC

(the "Company")

Posting of Circular and Notice of General Meeting

The Company confirms that the following documents are today being posted or
otherwise made available to the Company's Shareholders:

·    a circular dated 28 November 2024 (the "Circular"), incorporating
notice of a general meeting of the Company (the "General Meeting") to be held
in connection with the proposed demerger of the Company's Ingenuity business
into an independent private company;

·    the associated Form of Proxy; and

·    the associated Form of Election.

Copies of each of these documents will today be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of the Circular is available to view on the Company's website at
https://www.thg.com/investor-relations/ingenuity-demerger
(https://www.thg.com/investor-relations/ingenuity-demerger) . and copies of
the Ingenuity Shareholders' Agreement and the Ingenuity Articles will also be
available to view on the Company's website at:
https://www.thg.com/investor-relations/ingenuity-demerger from 2 December
2024.

Shareholders will be able to participate in the Demerger by electing to
redesignate Ordinary Shares as B Shares, with such B Shares giving the holder
the right to receive a preferential distribution in specie of Ingenuity Shares
(with a Demerger Ratio of one Ingenuity Share for each B Share held).
Shareholders should refer to the Circular for the full terms of the Demerger
and a description of the action they should take.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Circular. All references to times in
this announcement are to London time unless stated otherwise.

Important information regarding the General Meeting

The General Meeting will be held at the offices of Clifford Chance LLP, 10
Upper Bank Street, London E14 5JJ on Friday 27 December 2024 at 12 p.m.

Details of how to participate in, and the Resolution that will be tabled for
Shareholder approval at, the General Meeting are set out in the Notice of
General Meeting.

Expected timetable of principal events

The Demerger is anticipated to complete on 2 January 2025, once the Ingenuity
Distribution has been made. The expected timetable of principal events is set
out below.

 Event                                                                            Time and/or date
 Publication of Circular                                                          28 November 2024

 Ex date for receipt of B Shares                                                  18 December 2024
 Election Return Time (being the latest time for return of Forms of               1 p.m. on 19 December 2024
 Election/settlement of TTE Instructions from CREST holders in respect of the B
 Shares)
 Record date for receipt of B Shares                                              6 p.m. on 19 December 2024
 Latest time and date for receipt of Forms of Proxy                               12 p.m. on 23 December 2024
 Voting Record Time                                                               6.30 p.m. on 23 December 2024
 General Meeting                                                                  12 p.m. on 27 December 2024
 Announcement of the results of the General Meeting and the results of            27 December 2024
 elections for B Shares
 Electing Ordinary Shares redesignated as B Shares                                30 December 2024
 CREST accounts credited with unsuccessfully elected Ordinary Shares              30 December 2024
 Payment Date of Ingenuity Distribution                                           2 January 2025
 CREST accounts of relevant Electing Shareholders credited with Ingenuity         2 January 2025
 Shares
 Completion of Demerger                                                           2 January 2025
 B Shares convert into Deferred 1 Shares                                          2 January 2025
 Return of share certificates or balance share certificates in respect of         By 16 January 2025
 unsuccessfully elected Ordinary Shares
 Despatch of share certificates in respect of Ingenuity Shares                    By 16 January 2025
 Deferred 1 Shares repurchased by the Company and cancelled                       No earlier than 2 January 2026

 

Note: Each of the times and dates set out above is based on current
expectations and is subject to change. If any of the above times and/or dates
is changed, the revised times and/or dates will be notified to Shareholders by
announcement through a regulatory information service.

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                                                                 viki.tahmasebi@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.

Prior to making any decision in relation to the Demerger, Shareholders should
read the Circular in its entirety. Shareholders must rely upon their own
examination, analysis and enquiries of the Company and the terms of the
Circular, including the merits and risks involved.

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.

Information regarding forward-looking statements

Certain statements made in this announcement are forward-looking statements
and, by their nature, all such forward-looking statements involve risk and
uncertainty. Forward-looking statements include all matters that are not
historical facts and often use words such as "expects", "may", "will",
"could", "should", "intends", "plans", "predicts", "envisages" or
"anticipates" or other words of similar meaning.

These forward-looking statements are based on current beliefs and expectations
based on information that is known to the Company at the date of this
announcement. Actual results of the THG Group may differ from those expressed
or implied in the forward-looking statements as a result of any number of
known and unknown risks, uncertainties and other factors, many of which are
difficult to predict and are generally beyond the control of the Company and
the THG Group (as applicable). Persons receiving this announcement should not
place undue reliance on any forward-looking statements. Unless otherwise
required by applicable law or regulation, the Company and its advisers
disclaim any obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

 

 

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