Ingenuity Demerger Circular and Notice of GM

THG PLC

28 November 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

28 November 2024

THG PLC

(the "Company")

Posting of Circular and Notice of General Meeting

The Company confirms that the following documents are today being posted or otherwise made available to the Company's Shareholders:

·    a circular dated 28 November 2024 (the "Circular"), incorporating notice of a general meeting of the Company (the "General Meeting") to be held in connection with the proposed demerger of the Company's Ingenuity business into an independent private company;

·    the associated Form of Proxy; and

·    the associated Form of Election.

Copies of each of these documents will today be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of the Circular is available to view on the Company's website at https://www.thg.com/investor-relations/ingenuity-demerger. and copies of the Ingenuity Shareholders' Agreement and the Ingenuity Articles will also be available to view on the Company's website at: https://www.thg.com/investor-relations/ingenuity-demerger from 2 December 2024.

Shareholders will be able to participate in the Demerger by electing to redesignate Ordinary Shares as B Shares, with such B Shares giving the holder the right to receive a preferential distribution in specie of Ingenuity Shares (with a Demerger Ratio of one Ingenuity Share for each B Share held). Shareholders should refer to the Circular for the full terms of the Demerger and a description of the action they should take.

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.

Important information regarding the General Meeting

The General Meeting will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on Friday 27 December 2024 at 12 p.m.

Details of how to participate in, and the Resolution that will be tabled for Shareholder approval at, the General Meeting are set out in the Notice of General Meeting.

Expected timetable of principal events

The Demerger is anticipated to complete on 2 January 2025, once the Ingenuity Distribution has been made. The expected timetable of principal events is set out below.

Event	Time and/or date
Publication of Circular	28 November 2024
Ex date for receipt of B Shares	18 December 2024
Election Return Time (being the latest time for return of Forms of Election/settlement of TTE Instructions from CREST holders in respect of the B Shares)	1 p.m. on 19 December 2024
Record date for receipt of B Shares	6 p.m. on 19 December 2024
Latest time and date for receipt of Forms of Proxy	12 p.m. on 23 December 2024
Voting Record Time	6.30 p.m. on 23 December 2024
General Meeting	12 p.m. on 27 December 2024
Announcement of the results of the General Meeting and the results of elections for B Shares	27 December 2024
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 Shares	2 January 2025
Completion of Demerger	2 January 2025
B Shares convert into Deferred 1 Shares	2 January 2025
Return of share certificates or balance share certificates in respect of unsuccessfully elected Ordinary Shares	By 16 January 2025
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

Note: Each of the times and dates set out above is based on current expectations and is subject to change. If any of the above times and/or dates is changed, the revised times and/or dates will be notified to Shareholders by announcement through a regulatory information service.

For further information please contact:

Investor enquiries: Greg Feehely, SVP Investor Relations Kate Grimoldby, Director of Investor Relations and Strategic Projects	[e-mail]
Media enquiries: Sodali & Co - Financial PR adviser Victoria Palmer-Moore Russ Lynch	Tel: [phone] [e-mail]
THG PLC Viki Tahmasebi	[e-mail]
Barclays (Joint Corporate Broker) Alastair Blackman Callum West Dominic Harper	[phone]
Jefferies International Limited (Joint Corporate Broker) Philip Noblet Ed Matthews Gavriel Lambert	[phone]
Peel Hunt LLP (Joint Corporate Broker) George Sellar Andrew Clark Ella Hastings	[phone]

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.

Prior to making any decision in relation to the Demerger, Shareholders should read the Circular in its entirety. Shareholders must rely upon their own examination, analysis and enquiries of the Company and the terms of the Circular, including the merits and risks involved.

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.

 

END