REG - THG PLC - Results of Placing

THGAnnouncement

25/03/2025 07:15

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RNS Number : 9857B  THG PLC  25 March 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

 

TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING GIVEN TO THEM AS DEFINED
IN THE PLACING ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

 

 

25 March 2025

 

 

THG PLC

Results of Placing

 

·   Successful fundraise of £90 million, oversubscribed with support from
new investors and existing shareholders, including a £60 million contribution
from Matthew Moulding. The Equity Contribution is comprised of:

o  £30 million placing of new Ordinary Shares;

o  £55 million convertible loan entered into by Matthew Moulding; and

o  £5 million of partly paid shares, paid up by Matthew Moulding.

·   Equity Contribution to be used alongside company cash to reduce gross
leverage through early repayment of the Term Loan A (£109 million) and
downsizing the TLB by €125 million to €475 million.

·   Following on from the Ingenuity demerger and FTSE 250 inclusion, the
Equity Placing and collective refinancing represents another significant step
in THG's simplified debt and equity investment case as a cash generative
global retailer and brand owner, well positioned to deliver on its next phase
of development in its growing consumer markets.

 

 

THG PLC ("THG", the "Company") is pleased to announce the results of the
Equity Placing of new Ordinary Shares announced yesterday (the "Placing
Announcement").

 

A total of 91,855,591 new Ordinary Shares, representing 6.95 per cent. of the
existing issued Ordinary Shares of the Company prior to the Equity Placing,
will be issued in the Equity Placing, pursuant to the ABB, at the Placing
Price to raise gross proceeds of approximately £29.7 million.

 

The Placing Price of 32.3 pence represents a discount of 5 per cent. to the
closing price on 24 March 2025, the last trading day prior to the announcement
of the Equity Placing.

 

THG consulted with a number of its major shareholders prior to the Equity
Placing and has respected the principles of pre-emption through the allocation
process.

 

Given the strong demand from institutional investors in the ABB, Matthew
Moulding's contribution in the Equity Placing will be scaled back so that his
£60 million equity contribution will be via the approximately £54.6 million
Convertible Loan and the paying up of 17,420,740 partly paid F and G ordinary
shares (expected to be 9,686,948 and 7,733,792 shares, respectively) and their
conversion into Ordinary Shares (such Ordinary Shares, the "Conversion
Shares") raising approximately £5.4 million. Matthew Moulding's investment in
the Equity Contribution will be made personally or via FIC Shareco Limited.

 

Applications have been made by the Company to the FCA for admission of the
Placing Shares and the Conversion Shares to listing on the equity shares
(commercial companies) category of the Official List maintained by the
Financial Conduct Authority and to London Stock Exchange plc ("London Stock
Exchange") for admission of the Placing Shares and the Conversion Shares to
trading on the main market for listed securities of the London Stock Exchange.
It is expected that Admission will occur at 8:00 am on 27 March 2025 and that
dealings in the Placing Shares and the Conversion Shares will commence at that
time.

 

In accordance with the provisions of the Disclosure Guidance and Transparency
Rules of the FCA ("DTRs"), the Company confirms that, following Admission, its
issued share capital will comprise 1,431,443,364 Ordinary Shares of £0.005
each, 56,082,651 D1 ordinary shares of £0.005 each, 17,066 D2 ordinary shares
of £1.00 each, 48,571,808 E ordinary shares of £0.005 each, 16,998,458 F
ordinary shares of £0.005 each, 9,107,559 G ordinary shares of £0.005 each,
204,404,691 deferred 1 shares of £0.005 each and 21,563,860 deferred 2 shares
of £0.005 each. The Company does not hold any shares in treasury.

 

Therefore, the total voting rights in the Company will be 1,431,443,364. This
figure may be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the DTRs.

 

 

For further information, please contact:

 

 Investor Enquiries:                                                     Investor.Relations@thg.com

 Kate Grimoldby, Director of Investor Relations and Strategic Projects
 Media enquiries:                                                        +44 (0)20 7250 1446

 Sodali & Co - Financial PR adviser                                      thg@sodali.com

 Victoria Palmer-Moore / Russ Lynch
 THG PLC                                                                 media-enquiries@thg.com

 Barclays (Global Coordinator, Bookrunner and Joint Corporate Broker):   +44 (0)20 7623 2323

 Alastair Blackman

 Richard Bassingthwaighte

 Dominic Harper

 Callum West

 

 

 

 

IMPORTANT NOTICE

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE COMPANY.

 

This Announcement, and the information contained herein, is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to persons in or into the United States, Australia, the Republic
of South Africa, Japan or any other jurisdiction in which release, publication
or distribution of this Announcement and/or an offer to sell or issue, or the
solicitation of an offer to buy, subscribe for or otherwise acquire, Placing
Shares (or the acceptance of any such offer) would be unlawful (each, a
"Restricted Territory"). The distribution of this Announcement and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law.

 

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered,
sold, transferred or delivered, directly or indirectly, in or into the United
States, except pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States.  The Placing Shares are being offered and
sold outside of the United States in accordance with Regulation S under the
Securities Act ("Regulation S") and otherwise in accordance with applicable
laws.

 

No public offering of the Placing Shares is being made in the United Kingdom,
the United States, any other Restricted Territory or elsewhere.

 

No action has been taken by the Company or Barclays Bank PLC ("Barclays" or
the "Bank"), any of their respective affiliates, or any person acting on
behalf of any of them, which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.

 

Persons into whose possession this Announcement comes are required by the
Company and the Bank to inform themselves about, and to observe, any
restrictions contained in this Announcement.  Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any action. Persons distributing this Announcement (or
any part thereof) must satisfy themselves that it is lawful to do so.

 

This Announcement is directed at and is only being distributed to persons
whose ordinary activities involve them acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" ("Qualified Investors"), as defined in
Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"), (b) if in the United Kingdom, "qualified investors" as defined
in Article 2(e) of Regulation (EU) 2017/1129 as it forms part of assimilated
law by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented (the "UK Prospectus Regulation"), who are also: (i) persons who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); (ii) high net worth bodies corporate, unincorporated
associations or partnerships or trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons referred to in (b) above
together being referred to as "Relevant Persons").

 

Any investment or investment activity to which this Announcement or the ABB
relates is available only: (i) in any member state of the EEA, to Qualified
Investors; and (ii) in the United Kingdom, to Relevant Persons, and will be
engaged in only with such persons.  This Announcement must not be acted on or
relied on: (i) in any member state of the EEA, by persons who are not
Qualified Investors; and (ii) in the United Kingdom, by persons who are not
Relevant Persons. Persons distributing this Announcement (or any part thereof)
must satisfy themselves that it is lawful to do so.

 

All offers of the Placing Shares in the United Kingdom and the EEA will be
made pursuant to an exemption under the UK Prospectus Regulation and the
Prospectus Regulation, as applicable, from the requirement to produce a
prospectus.  This Announcement is being distributed and communicated to
persons in the United Kingdom only in circumstances to which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA") does not
apply.

 

The Placing Shares and this Announcement have not been approved and will not
be approved or disapproved by the US Securities and Exchange Commission, any
State securities commission or any other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Equity Placing or the accuracy or adequacy of this Announcement.
Any representation to the contrary is a criminal offence in the United States.

 

Accordingly, subject to certain exceptions, the Placing Shares may not be
offered, sold, transferred or delivered, directly or indirectly, in or into
any Restricted Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or organised
in or under the laws of a Restricted Territory.

 

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future.  All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward‐looking statements.  Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements.  These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties.  There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements.  Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis.  Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements.  Forward-looking statements speak only as of the date of this
Announcement.  The Bank and the Company expressly disclaim any obligation or
undertaking to update or revise 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.

 

Barclays, which is authorised by the Prudential Regulation Authority and
authorised and regulated by the FCA, is acting exclusively for the Company and
for no one else in connection with the ABB and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the ABB, the contents of this Announcement or any other matter
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
giving advice in relation to the ABB, the contents of this Announcement or any
other matter referred to in this Announcement.

 

This Announcement is being issued by, and is the sole responsibility of, the
Company.  No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no duty, responsibility or liability is or
will be accepted by or on behalf of the Bank, any of its affiliates, or any
person acting on behalf of any of them as to, or in relation to, the accuracy,
adequacy, fairness, completeness or verification of this Announcement or any
other written or oral information made available to or publicly available to
any party or its advisers, or any other statement made or purported to be made
by or on behalf of the Bank and/or any of its affiliates and/or by any person
acting on behalf of any of them in connection with the Company, the Placing
Shares, the Equity Placing or any other matter referred to in this
Announcement and any responsibility and liability whether arising in tort,
contract or otherwise therefor is expressly disclaimed.

 

N. M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised
and regulated by the FCA in the United Kingdom, is acting exclusively for the
Company and no one else in connection with the Equity Contribution and will
not be responsible to any other person for providing the protections afforded
to its clients or for providing advice in connection with Equity Contribution,
the contents of this Announcement or any other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Rothschild & Co by the FSMA or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Rothschild & Co nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection with this
Announcement, any statement contained herein, the Equity Contribution or
otherwise. Rothschild & Co. accepts no responsibility whatsoever for, or
makes any representation or warranty, express or implied, as to the contents
of this Announcement, including its accuracy, completeness or verification or
for any other statement made or purported to be made by it, or on its behalf,
and nothing contained in this document is, or shall be, relied on as a promise
or representation in this respect, whether as to the past or the future, in
connection with the Company or the Equity Contribution. Rothschild & Co.
and its respective subsidiaries, branches and affiliates accordingly disclaim,
to the fullest extent permitted by law, all and any duty, liability and
responsibility whether arising in tort, contract or otherwise (save as
referred to above) in respect of this Announcement or any such statement or
otherwise.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever.  Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised.  Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

 

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Equity Placing or any other matter.
Recipients of this Announcement should conduct their own investigation,
evaluation and analysis of the business, data and other information described
in this Announcement.  This Announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares.  The price and value of
securities can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares.  Past performance is not a
guide to future performance.  The contents of this Announcement are not to be
construed as legal, business, financial or tax advice.  Each investor or
prospective investor should consult his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, business,
financial or tax advice.

 

Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance.  Persons needing advice should consult an independent
financial adviser.  No statement in this Announcement is intended to be a
profit forecast or profit 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 for the
current or future financial periods 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.

 

The Placing Shares will not be admitted to trading on any stock exchange other
than the main market for listed securities of the London Stock Exchange.

 

Members of the public are not eligible to take part in the ABB and no public
offering of Placing Shares is being or will be made.

 

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.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of
COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment").  Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.  The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the ABB.  Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Bank will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.  Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

 

 

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