REG - THG PLC - Launch of Retail Offer

THGAnnouncement

10/10/2024 17:00

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RNS Number : 7672H  THG PLC  10 October 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF THG PLC.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

 

10 October 2024

 

THG PLC

Retail Offer

·      THG plc announces an offer for subscription of Retail Shares (as defined below) via PrimaryBid;
·    The issue price for the Retail Shares will be determined at the close of the bookbuilding process in respect of the Placing (as defined below) and will be equal to the Placing Price;
·   Investors can take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms (subject to such partners' participation);
·      The Retail Offer is available to both existing shareholders and new investors;
·      There is a minimum subscription of £250 per investor in the Retail Offer; and
·      No commission will be charged by PrimaryBid on applications to the Retail Offer.
 
Retail Offer

THG plc ("THG" or the "Company") is pleased to announce a retail offer via
PrimaryBid of new ordinary shares of £0.005 each ("Ordinary Shares") in the
capital of the Company (the "Retail Offer", and such shares, the "Retail
Shares").

As separately announced today, the Company is conducting a non-pre-emptive
placing and subscription (the "Placing" and the "Subscription", respectively)
of, in aggregate, up to £75 million at a price to be determined through a
bookbuild process (the "Placing Price"). Matthew Moulding and certain of the
Company's long-term shareholders, including Sofina, Mark Evans, Sir Terry
Leahy, West Coast Capital and Brian Kennedy, have indicated that they intend
to subscribe for through the Placing or the Subscription, in aggregate, £33
million of new Ordinary Shares at the Placing Price.

The issue price for the Retail Shares, as well as for the shares in the
Subscription, will be equal to the Placing Price.

The Retail Offer is conditional on the new ordinary shares issued as part of
the Placing, the Subscription and the Retail Offer being admitted to trading
on the equity shares (transition) category of the Official List of the
Financial Conduct Authority (the "FCA") and admitted to trading on the main
market for listed securities of London Stock Exchange plc ("Admission").
Admission is expected to take place at 8.00 a.m. on 15 October 2024. The
Retail Offer will not be completed without the Placing also being completed.

 

 

The Fundraise

On 17 September 2024, the Company announced that it was progressing options
for the demerger of its Ingenuity division from THG (the "Demerger"), with the
remaining THG group consisting of THG's Beauty and Nutrition divisions. The
final terms of the Demerger will be provided in due course; however, it is
expected that Ingenuity will be demerged into an independent private company
("IngenuityCo"). The Placing, the Subscription and the Retail Offer, in
conjunction with appropriate standalone debt issuance plans for IngenuityCo,
is expected to provide IngenuityCo with sufficient medium-term funding as the
business approaches positive cash generation on a standalone basis.

Reasons for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer so as to
minimise cost and time to completion, the Company values its retail investor
base and recognises the importance of pre-emption rights in the UK listed
company environment and is therefore pleased to provide retail investors with
the opportunity to participate in the Retail Offer.

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. A list of
PrimaryBid's distribution partners can be found here
(https://www.primarybid.com/uk/investors-broker-list) .

Some partners may only accept applications from existing shareholders and/or
existing customers.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer, which will give retail investors the
opportunity to participate in the Company's equity fundraising alongside the
Placing and the Subscription, is in the best interest of shareholders, as well
as wider stakeholders in the Company.

 

Details of the Retail Offer

 

The Retail Offer will be open to retail investors in the United Kingdom
following release of this announcement. The Retail Offer will close at the
same time as the bookbuilding process with respect to the Placing is
completed.

 

There is a minimum subscription amount of £250 per investor in the Retail
Offer.

 

Subscriptions under the Retail Offer will be considered by the Company with
preference to be given to the Company's existing retail investors. Aggregate
demand under the Retail Offer will be limited to a maximum of the sterling
equivalent of EUR 8 million.

 

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

 

Investors wishing to apply for the Retail Shares should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP or GIA) and
any relevant fees or charges. PrimaryBid does not charge investors any
commission for this service.

 

The Retail Shares, when issued, will be fully paid and will rank pari passu in
all respects with each other and with the existing ordinary shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.

 

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(mailto:partners@primarybid.com) .

 

Settlement for the Retail Shares and Admission are expected to take place on
or before 8.00 a.m. on 15 October 2024. The Placing is conditional on, inter
alia, the Subscription Agreements having been entered into, and there being no
breach or termination of such agreements prior to Admission (save for any
breach or termination which in the good faith opinion of the Joint Global
Coordinators is not material in the context of the Placing or Admission), but
is not conditional on the completion of such agreements. The Placing is not
conditional on the Retail Offer.

 

It should be noted that a subscription for the Retail Shares and any
investment in the Company carries a number of risks. Investors should make
their own investigations into the merits of an investment in the Company.
Nothing in this Announcement amounts to a recommendation to invest in the
Company or amounts to investment, taxation or legal advice. Investors should
take independent advice from a person experienced in advising on investment in
securities such as the Company's ordinary shares if they are in any doubt.

Enquiries

 

For further information, please contact:

 

 THG plc                                                                 Investor.Relations@thg.com (mailto:Investor.Relations@thg.com)

 Greg Feehely, SVP Investor Relations

 Kate Grimoldby, Director of Investor Relations and Strategic Projects

 PrimaryBid Limited                                                      enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Nick Smith/James Deal

This Announcement should be read in its entirety. In particular, the
information provided in the "Important Notices" section of this Announcement
should be read and understood.

Important Notices

 

This Announcement has been issued by and is the sole responsibility of the
Company.

 

The Retail Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
No prospectus will be made available in connection with the matters contained
in this Announcement.

 

Persons distributing this Announcement must satisfy themselves that is lawful
to do so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.

 

The distribution of this Announcement and the offering, placing and/or issue
of the Retail Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or any of its affiliates, agents,
directors, officers or employees that that would permit an offer of the Retail
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Retail Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the securities referred to herein is
being made in any such jurisdiction.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Retail Offer and/or the Company or amounts to
investment, taxation or legal advice. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice. It should be noted
that a subscription for new Ordinary Shares and investment in the Company
carries a number of risks. Investors should contact their investment platform,
retail broker or wealth manager for details of any relevant risk warnings.
Investors should take independent advice from a person experienced in advising
on investment in securities such as the new Ordinary Shares if they are in any
doubt. The price of the Ordinary Shares and any income expected from them may
go down as well as up and participants may not get back the full amount
invested upon disposal of the shares. Past performance is no guide to future
performance.

 

This communication is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the "Securities Act")
or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold directly or indirectly in or into the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other jurisdiction of
the United States. The securities referred to herein may not be offered and
sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.

 

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "anticipates",
"estimates", "projects", "will", "may", "would", "could" or "should", or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; and (ii) business and management
strategies and the expansion and growth of the Company's operations. Such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, the
macroeconomic and other impacts of COVID-19, economic and business cycles, the
terms and conditions of the Company's financing arrangements, foreign currency
rate fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date hereof. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking statements in
this Announcement may not occur. The forward-looking statements contained in
this Announcement speak only as of the date of this Announcement. The Company
and its directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the Listing Rules, UK MAR, the Disclosure
Guidance and Transparency Rules, the rules of the London Stock Exchange or the
FCA.

 

Any indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
The Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

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