TIDMTHG
RNS Number : 4326W
THG PLC
17 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 April 2023
THG PLC
("THG" or the "Company")
Response to Press Speculation
The Board of THG notes the recent press speculation regarding
THG and confirms that it is currently in receipt of a highly
preliminary and non-binding indicative proposal from Apollo Global
Management Inc. ("Apollo") on behalf of certain of its affiliated
funds, to acquire the entire issued and to be issued share capital
of THG (the "Proposal").
There can be no certainty that any firm offer will be made. A
further announcement will be made if and when appropriate.
In accordance with Rule 2.6(a) of the Code, Apollo is required,
by not later than 5.00 p.m. (London time) on 15 May 2023, to do one
of the following: (i) announce a firm intention to make an offer
for THG in accordance with Rule 2.7 of the Code; or (ii) announce
that it does not intend to make an offer for THG, in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can only be extended with the
consent of the Panel on Takeovers and Mergers in accordance with
Rule 2.6(c) of the Code.
The person responsible for arranging for the release of this
announcement on behalf of THG is James Pochin, General Counsel.
Enquiries:
+44 (0) 20 7029
Jefferies International Limited 8000
Philip Noblet / Ed Matthews / Paul Bundred / Gavriel
Lambert / Thomas Bective
Important information
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for THG and no one else in connection with the
Proposal and will not be responsible to anyone other than THG for
providing the protections afforded to clients of Jefferies nor for
providing advice in relation to the Proposal or any other matters
referred to in this announcement. Neither Jefferies nor any of its
affiliates 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 Jefferies in connection with this announcement, any statement
contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.THG.com by no later than 12 noon (London time) on the business
day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms
that as at the close of business on 14 April 2023 its issued share
capital consisted of 1,299,283,460 ordinary shares of GBP0.005 each
("Ordinary Shares"). The Company does not hold any shares in
treasury .
The Ordinary Shares are voting shares (each such Ordinary Share
carries one vote per Ordinary Share) and are admitted to trading on
the main market of the London Stock Exchange under the
International Securities Identification Number GB00BMTV7393.
Important notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to this
announcement or otherwise. Any offer, if made, will be made solely
by certain offer documentation which will contain the full terms
and conditions of any offer, including details of how it may be
accepted.
This announcement has been prepared in accordance with English
law and the Code, and information disclosed may not be the same as
that which would have been prepared in accordance with laws outside
of the United Kingdom. The release, publication or distribution of
this announcement in jurisdictions other than the United Kingdom
and the availability of any offer, if made, to shareholders of the
Company who are not resident in the United Kingdom may be affected
by the laws of relevant jurisdictions. Therefore any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or shareholders of the Company who are not resident in the
United Kingdom will need to inform themselves about, and observe
any applicable requirements. Any failure to comply with such
requirements may constitute a violation of the securities law of
any such jurisdiction.
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END
OFDGCGDSGDBDGXR
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