TIDMTHG
RNS Number : 5076Z
THG Holdings PLC
21 September 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not an offer of securities for sale in any
jurisdiction, including in or into the United States, Australia,
Canada, Japan or South Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any ordinary voting shares (the "Shares")
referred to in this announcement except solely on the basis of the
information contained in the prospectus in its final form (together
with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, published by THG
Holdings plc (the "Company", and together with its subsidiaries,
"THG") in connection with the offer of Shares in the Company and
the admission to listing of such Shares to the standard listing
segment of the Official List of the Financial Conduct Authority
(the "FCA") and to trading on the main market of London Stock
Exchange plc (the "London Stock Exchange") ("Admission"). A copy of
the Prospectus and of the pricing statement dated 16 September 2020
is available for inspection on THG's website at www.thg.com subject
to certain access restrictions.
21 September 2020
THG Holdings plc
Admission to Trading on the London Stock Exchange
Further to the announcement on 16 September 2020 of completion
of the bookbuilding process in connection with its initial public
offering, the Company announces that its entire issued ordinary
voting share capital, consisting of 970,646,554 Shares, has today
been admitted to the standard listing segment of the Official List
of the FCA and to trading on the London Stock Exchange's Main
Market for listed securities under the ticker "THG".
The Company calculates its market capitalisation at Admission by
applying the Share price to (i) all Shares at Admission and (ii)
all non-voting shares in the Company which at Admission are capable
of conversion into Shares (at the election of the relevant holder),
representing in aggregate 1,084,000,000 shares. This comprises
970,646,554 Shares, 59,415,474 D shares, 50,172,433 E shares and
3,765,539 Shares which will arise from the subdivision of D
ordinary shares. The D shares, E shares and Shares which will arise
from the subdivision of D ordinary shares have not been admitted to
listing or to trading. The Company also has unlisted, non-voting F
shares, G shares and H shares in issue, but these shares are
subject to outstanding performance targets and/or conditions and
therefore at Admission are not capable of conversion into Shares.
Further details are included in the Prospectus.
Enquiries .
THG
For investor enquiries, Matt Rothwell Matt.Rothwell@thehutgroup.com
+44 7788 334 569
For media enquiries, Viki Tahmasebi Viki.Tahmasebi@thg.com
+44 7966 028 340
Instinctif Partners
(Public relations advisor to THG)
Guy Scarborough, +44 7917 178 920
Damian Reece +44 7931 598 593
Notes to Editors
About THG
The Hut Group ( www.thg.com ) is a vertically integrated
digital-first consumer brands group, retailing its own brands, in
beauty and nutrition plus third party brands, via its proprietary
technology platform to an online and global customer base. THG is
powered by THG Ingenuity, its proprietary end-to-end e-commerce
technology, infrastructure and brand building platform.
THG's business is operated through the following four
businesses:
-- THG Ingenuity: Provides an end-to-end direct-to-consumer
e-commerce solution for consumer brand owners under Software as a
Service licences, in addition to stand--alone digital services,
including hosting, studio content and translation;
-- THG Nutrition: A manufacturer and online D2C retailer of
nutrition and wellbeing products and owner of the Myprotein brand,
including its family of brands Myvegan, Myvitamins, MP Clothing and
Myprotein Pro;
-- THG Beauty: A leading digital-first brand owner, retailer and
manufacturer in the prestige beauty market, combining its prestige
portfolio of seven owned brands across skincare, haircare and
cosmetics, the provision of a global route to market for over 850
third--party beauty brands through its portfolio of websites,
including Lookfantastic, Skinstore and Mankind, the beauty
subscription box brand Glossybox and the product developer and
manufacturer Acheson & Acheson; and
-- Other: This business consists of the THG Lifestyle (consumer
and luxury products) and THG Experience (Hale Country Club, King
Street Townhouse Hotel and the Great John Street Hotel)
businesses.
Important Legal Information
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
Citigroup Global Markets Limited, J.P. Morgan Securities plc,
Barclays Bank PLC, Goldman Sachs International and HSBC Bank plc,
each of which is authorised by the Prudential Regulation Authority
("PRA") and regulated in the United Kingdom by the PRA and the FCA,
and Jefferies International Limited, Numis Securities Limited and
N.M. Rothschild & Sons Limited, each of which is authorised and
regulated in the United Kingdom by the FCA, are acting exclusively
for the Company and no one else in connection with the initial
public offering of the Company's Shares (the "Offer"), and will not
regard any other person (whether or not a recipient of this
document) as their respective clients in relation to the Offer and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor
for providing advice in relation to the Offer or any transaction,
matter, or arrangement referred to in this announcement.
This announcement is only addressed to and directed at specific
addressees who: (A) if in member states of the European Economic
Area (the "EEA"), are persons who are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) ("Qualified Investors"); and (B) if in the United Kingdom,
are Qualified Investors who are: (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order; or (C) are other persons to
whom it may otherwise lawfully be communicated (all such persons
referred to in (B) and (C) together being "Relevant Persons"). This
announcement must not be acted or relied on (i) in the United
Kingdom, by persons who are not Relevant Persons and (ii) in any
member state of the European Economic Area by persons who are not
Qualified Investors. Any investment activity to which this
announcement relates (i) in the United Kingdom is available only
to, and may be engaged in only with, Relevant Persons; and (ii) in
any member state of the EEA is available only to, and may be
engaged only with, Qualified Investors.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or South Africa. This announcement is not
an offer of securities for sale into the United States, Australia,
Canada, Japan or South Africa. 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 with any
securities regulatory authority of any state or other jurisdiction
of the United States. The securities may not be offered or sold in
the United States, except pursuant to an applicable 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. No
public offering of the securities referred to herein is being made
in the United States.
This announcement may include forward-looking statements, which
are based on current expectations and projections about future
events. These statements may include, without limitation, any
statements preceded by, followed by or including words such as
"target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have",
"likely", "should", "would", "could" and any other words and terms
of similar meaning or the negative thereof. These forward-looking
statements are subject to risks, uncertainties and assumptions
about the Company and its subsidiaries and its investments,
including, among other things, the development of its business,
trends in its operating environment, and future capital
expenditures and acquisitions. The forward-looking statements in
this announcement speak only as at the date of this announcement.
Further, certain forward-looking statements are based upon
assumptions of future events which may not prove to be accurate and
none of the Company, Citigroup Global Markets Limited, J.P. Morgan
Securities plc, Barclays Bank PLC, Goldman Sachs International,
HSBC Bank plc, Jefferies International Limited or Numis Securities
Limited (together, the "Banks") nor N.M. Rothschild & Sons
Limited nor any member of THG, nor any of such person's affiliates
or their respective directors, officers, employees, agents and/or
advisors, nor any other person(s) accepts any responsibility for
the accuracy or fairness of the opinions
expressed in this announcement or the underlying assumptions.
Actual events or conditions are unlikely to be consistent with, and
may differ significantly from, those assumed. In light of these
risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur. No representation or
warranty is made that any forward-looking statement will come to
pass. No one undertakes to update, supplement, amend or revise any
forward-looking statements. You are therefore cautioned not to
place any undue reliance on forward-looking statements.
Any subscription or purchase of Shares in the Offer should be
made solely on the basis of information contained in the
Prospectus. The information in this announcement is subject to
change. Before subscribing for or purchasing any Shares, persons
viewing this announcement should ensure that they fully understand
and accept the risks set out in the Prospectus. No reliance may be
placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
does not constitute, or form part of, any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, whether
by subscription or purchase, any Shares or any other securities,
nor shall it (or any part of it), or the fact of its distribution,
form the basis of, or be relied on in connection with, or act as
any inducement to enter into, any contract or commitment
whatsoever.
Potential investors should not base any financial decision on
this announcement. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making investments
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation in relation to the Shares. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of any investment in the
Shares for the person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, financial, accounting or legal advice; (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
None of the Banks nor N.M. Rothschild & Sons Limited nor any
of their respective affiliates and/or any of their or their
affiliates' directors, officers, employees, advisers and/or agents
accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to, the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) and/or any other information relating to the Company,
THG and/or its associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith.
For the avoidance of doubt, the contents of the Company's
website, including the websites of the Company's business units,
are not incorporated by reference into, and do not form part of,
this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that such Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the MiFID II Product Governance
Requirements) should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the 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 the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters 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 MiFID II; 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
LISFBLLLBKLBBBD
(END) Dow Jones Newswires
September 21, 2020 03:01 ET (07:01 GMT)
Thg (LSE:THG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Thg (LSE:THG)
Historical Stock Chart
From Nov 2023 to Nov 2024
