REG - THG PLC - PDMR / PCA Shareholding & TR-1 Notification

THGAnnouncement

31/03/2025 11:00

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RNS Number : 9249C  THG PLC  31 March 2025

THG PLC

(the "Company")

PDMR / PCA Shareholding & TR-1 Notification

Following completion of the successful oversubscribed equity fundraise
announced on 25 March 2025, underpinned by founder and chief executive Matthew
Moulding's net contribution of £60 million, the Company has received the
below notifications.

Matthew Moulding's equity interest in the Company equates to 429,873,034
shares, being approximately 25 per cent. on a fully diluted basis.  This
equity interest is comprised of:

·    98,596,539 ordinary voting shares;

·    122,190,088 unlisted ordinary shares; and

·    a conversion right for a further 209,086,407 ordinary voting shares
pursuant to the Convertible Loan.

To satisfy demand from new and existing investors in the oversubscribed equity
fundraise, the Company's new share authority limits required Matthew Moulding
to transfer 23,327,894 ordinary voting shares to the placing book, the gross
proceeds of which were all reinvested into the Company by way of the
Convertible Loan. No proceeds were received from the transactions referred to
in this notification by Matthew Moulding, FIC Shareco Limited or any person
closely associated with them.

The Company makes the below announcement and notifications in accordance with
the requirements of the Disclosure Guidance and Transparency Rules and the UK
Market Abuse Regulation.

 

PDMR/PCA Shareholding

 1.  Details of the person discharging managerial responsibilities / persons
     closely associated with them
 a)  Name                                                         FIC Shareco Limited
 2.  Reason for the notification
 a)  Position / Status                                            PCA of Matthew Moulding
 b)  Initial Notification / Amendment                             Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         THG PLC
 b)  LEI                                                          21380066N3SV9O8IDP37
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares of £0.005 each

     Identification Code                                          ISIN: GB00BMTV7393
 b)  Nature of the transaction                                    Entering into a convertible loan agreement with the Company giving the right
                                                                  to acquire new ordinary shares on conversion

                                                                  Disposal of ordinary shares
 c)  Price(s) and volume(s)                                       Volume: £67,534,909.76 (principal value of Convertible Loan) * 32.3p (price)
                                                                  = 209,086,407 (number of new ordinary shares to be issued on conversion)

                                                                  Price(s): 32.3p

                                                                  Volume (number of shares disposed to placing book): 23,327,894
 d)  Aggregated information                                       N/a
 e)  Date of transaction                                          28 March 2025
 f)  Place of transaction                                         London Stock Exchange (XLON)

 

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BMTV7393

Issuer Name

THG PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Matthew Moulding

City of registered office (if applicable)

Altrincham

Country of registered office (if applicable)

United Kingdom

4. Details of the shareholder

 Name                 City of registered office  Country of registered office
 FIC Shareco Limited  St Peter Port              Guernsey

5. Date on which the threshold was crossed or reached

28-Mar-2025

6. Date on which Issuer notified

31-Mar-2025

7. Total positions of person(s) subject to the notification obligation

                                                                            % of voting rights attached to shares (total of 8.A)  % of voting rights through financial instruments (total of 8.B 1 + 8.B 2)  Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer
 Resulting situation on the date on which threshold was crossed or reached  7.090000                                              0.000000                                                                   7.090000                        98596539
 Position of previous notification (if applicable)                          9.222317                                              0.000000                                                                   9.222317

8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached

8A. Voting rights attached to shares

 Class/Type of shares ISIN code(if possible)  Number of direct voting rights (DTR5.1)  Number of indirect voting rights (DTR5.2.1)  % of direct voting rights (DTR5.1)  % of indirect voting rights (DTR5.2.1)
 GB00BMTV7393                                 22326196                                 76270343                                     1.610000                            5.480000
 Sub Total 8.A                                98596539                                                                              7.090000%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

 Type of financial instrument  Expiration date  Exercise/conversion period  Number of voting rights that may be acquired if the instrument is  % of voting rights
                                                                            exercised/converted

 Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to
(DTR5.3.1R.(1) (b))

 Type of financial instrument  Expiration date  Exercise/conversion period  Physical or cash settlement  Number of voting rights  % of voting rights

 Sub Total 8.B2

9. Information in relation to the person subject to the notification
obligation

2. Full chain of controlled undertakings through which the voting rights
and/or the financial instruments are effectively held starting with the
ultimate controlling natural person or legal entities (please add additional
rows as necessary)

 Ultimate controlling person  Name of controlled undertaking  % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                                          than the notifiable threshold
 Matthew Moulding                                             1.610000
 Matthew Moulding             FIC Shareco Limited             5.480000

10. In case of proxy voting

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

11. Additional Information

 

12. Date of Completion

31-Mar-2025

13. Place Of Completion

London, UK

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