REG - THG PLC - Ingenuity Shareholders’ Agreement & Articles

THGAnnouncement

17/12/2024 17:30

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RNS Number : 4755Q  THG PLC  17 December 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

17 December 2024

 

THG PLC

(the "Company")

Ingenuity Shareholders' Agreement and Ingenuity Articles

As announced by the Company on 28 November 2024, copies of the Ingenuity
Shareholders' Agreement and the Ingenuity Articles were made available to view
on the Company's website on 2 December 2024.

The Company today announces that revised versions of the Ingenuity
Shareholders' Agreement and the Ingenuity Articles, showing all the changes to
the versions made available on 2 December 2024, have been made available on
the Company's website and are available to view at:
https://www.thg.com/investor-relations/ingenuity-demerger
(https://www.thg.com/investor-relations/ingenuity-demerger) .

The Demerger is anticipated to complete on 2 January 2025, once the Ingenuity
Distribution has been made.

The revised versions of the Ingenuity Shareholders' Agreement and the
Ingenuity Articles incorporate certain amendments intended to facilitate the
implementation of the matched bargain facility described in paragraph 8 of the
Circular (the "Matched Bargain Facility"). InfinitX Limited, trading as JP
Jenkins, has been appointed to run the Matched Bargain Facility.

Matched Bargain Facility

In addition, the Company provides the following update in respect of the way
in which the Matched Bargain Facility is intended to operate following
completion of the Demerger, including in relation to the transfer to escrow of
uncertificated Ingenuity Shares:

·    Following completion of the Demerger, 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 will be 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 ("TFE") that would release the relevant number of Ingenuity Shares
from escrow to support a trade within the Matched Bargain Facility. EQ
reserves the right to request that the CREST participant processes an Escrow
Adjustment instruction ("ESA").

·    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 (the
"Circular").

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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