THG Thg Plc

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

2 January 2025

THG PLC

(the "Company")

Completion of Demerger

Further to the announcement by the Company on 27 December 2024 confirming the results of the General Meeting and confirming the number of Ordinary Shares in respect of which valid elections to participate in the B Share Redesignation and Ingenuity Distribution had been received, the Company today confirms that:

·    the B Share Redesignation occurred on 30 December 2024;

·    the Ingenuity Distribution has today been made to holders of B Shares; and

·    following completion of the Ingenuity Distribution, each of the B Shares has been redesignated as a Deferred 1 Share.

As such, the Company is pleased to confirm that the Demerger has completed. 

Following completion of the Demerger:

·    The number of Ordinary Shares in the issued share capital of the Company has decreased and the number of Deferred 1 Shares in the issued share capital of the Company has increased. As at the date of this announcement, the Company's issued share capital consists of 1,322,058,529 Ordinary Shares, 56,082,651 D1 ordinary shares of £0.005 each, 17,066 D2 ordinary shares of £1.00 each, 48,605,750 E ordinary shares of £0.005 each, 26,715,453 F ordinary shares of £0.005 each, 16,885,866 G ordinary shares of £0.005 each, 204,404,691 Deferred 1 Shares and 21,563,860 deferred 2 shares of £0.005 each. The Company does not hold any shares in treasury.

·    Shareholders who did not elect to participate in the Demerger have retained their holdings of Ordinary Shares and now hold a proportionally increased percentage of Ordinary Shares in the Company.

·    Shareholders who elected to participate in the Demerger now hold Ingenuity Shares and their holdings of Ordinary Shares in the Company have reduced proportionally.

Matched Bargain Facility

In addition, Shareholders are reminded that the Ingenuity Shareholders' Agreement requires Ingenuity Shareholders who have received Ingenuity Shares in uncertificated form to transfer those uncertificated Ingenuity Shares into escrow in accordance with the following instructions:

·    An Ingenuity Shareholder who has received Ingenuity Shares (ISIN: GB00BR4ZLS43) in uncertificated form pursuant to the Ingenuity Distribution or any person who subsequently receives Ingenuity Shares in uncertificated form in accordance with the Ingenuity Articles or Ingenuity Shareholders' Agreement is required to transfer those uncertificated Ingenuity Shares into escrow with Equiniti Limited ("EQ") by making a CREST Transfer to Escrow ("TTE") instruction to CREST Participant ID: RA11 and CREST Member Account ID: EQESCROW (the "Escrow Details").

·    The relevant Ingenuity Shares will only be released from escrow once IngenuityCo is satisfied that the relevant requirements for a transfer of Ingenuity Shares set out in the Ingenuity Shareholders' Agreement and the Ingenuity Articles have been complied with. IngenuityCo would then provide authorisation to EQ (via JP Jenkins) to process a Transfer from Escrow instruction that would release the relevant number of Ingenuity Shares from escrow to support a trade within the matched bargain facility described in paragraph 8 of the Circular (the "Matched Bargain Facility"). EQ reserves the right to request that the CREST participant processes an Escrow Adjustment instruction.

·    Following settlement of any authorised trade pursuant to the Matched Bargain Facility, the CREST custodian in receipt of the Ingenuity Shares would be required under the Ingenuity Shareholders' Agreement and the Ingenuity Articles to make a TTE to the Escrow Details, with such Ingenuity Shares remaining in escrow until authorisation for any further transfer of the Ingenuity Shares is obtained from IngenuityCo.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Demerger circular, which was made available by the Company to its Shareholders on 28 November 2024.

For further information please contact:

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.