REG - THG PLC - Results of General Meeting

THGAnnouncement

27/12/2024 14:45

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RNS Number : 4852R  THG PLC  27 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

27 December 2024

 

THG PLC

(the "Company")

Announcement of results of General Meeting and results of elections for B
Shares

Results of General Meeting

Following the General Meeting which was held earlier today, the Company
announces that the Resolution relating to the B Share Redesignation and the
Ingenuity Distribution, further details of which are contained in the circular
relating to the Demerger which was made available to Shareholders on 28
November 2024 (the "Circular"), was duly passed as a special resolution on a
poll vote.

The detailed results of the voting are as follows:

                                                                                  FOR                                     AGAINST                               WITHHELD                         VOTES CAST
 Resolution                                                                       Total votes in favour  % of votes cast  Total votes against  % of votes cast  Votes withheld  % of votes cast  Total number of votes cast  % of issued share capital
 Conditional upon such number of elections having been made as will enable 100    836,746,296            88.71            106,496,194          11.29            2,833,496       0.00             943,242,490                 61.81
 per cent. of the Ingenuity Shares to be distributed, the approval of the
 redesignation of Ordinary Shares in respect of which valid elections have been
 made as B Shares and the distribution of Ingenuity Shares to holders of the B
 Shares by the Company

 

Notes:

1.   Votes in favour include votes in respect of which the Chair of the
General Meeting was given discretion regarding how to vote.

2.   Percentages of votes in favour and votes against are expressed as a
proportion of the total number of votes cast (which does not include votes
withheld).

3.   A "vote withheld" is not a vote under English law and is not counted in
the calculation of votes "for" or "against" the Resolution.

Results of elections for B Shares

Following the Election Return Time and the record date for receipt of B
Shares, the Company announces that:

·    valid elections have been received in respect of 100 per cent. of the
Ingenuity Shares held by the Company;

·    valid elections to participate in the B Share Redesignation and
Ingenuity Distribution have been made in respect of 424,005,142 Ordinary
Shares, including 326,455,745 Ordinary Shares in respect of which over
elections were received by the Company;

·   as sufficient elections have been received to satisfy the aggregate
amount of the Guaranteed Entitlement (being 13.3728458539443 per cent. of the
issued share capital of the Company as at 26 November 2024) and following the
pro rata scale back of Ordinary Shares in respect of which over elections were
received by the Company and the rounding down of any fractional entitlements
to the nearest whole number (or to nil as the case may be), 204,081,632
Ordinary Shares will be redesignated as B Shares on 30 December 2024 and
204,081,632 Ingenuity Shares will be distributed to holders of B Shares on 2
January 2025;

·    elections were satisfied in respect of 32.63299317 per cent. of the
Ordinary Shares in respect of which over elections were received by the
Company; and

·    once the B Share Redesignation has completed, the number of Ordinary
Shares in the capital of the Company will be reduced by 204,081,632 Ordinary
Shares to 1,322,058,529 Ordinary Shares and, once the Ingenuity Distribution
has been made and the B Shares have been redesignated as Deferred 1 Shares,
the number of Deferred 1 Shares in the capital of the Company will be
increased by 204,081,632 Deferred 1 Shares.

Transfer to Escrow of uncertificated Ingenuity Shares

Shareholders are reminded that, following completion of the Demerger, the
Ingenuity Shareholders' Agreement requires Ingenuity Shareholders who receive
Ingenuity Shares in uncertificated form to transfer those uncertificated
Ingenuity Shares into escrow in accordance with the instructions set out under
the "Matched Bargain Facility" heading of the Company's announcement dated 17
December 2024 relating to the Ingenuity Shareholders' Agreement and Ingenuity
Articles.

Expected timetable of principal events

The expected timetable of principal events set out in the announcement
released by the Company on 28 November 2024 remains unchanged:

 Event                                                                     Time and/or date
 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
 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

 

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.

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.

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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