TIDMTHG
RNS Number : 8153N
THG PLC
06 June 2022
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: THG PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: THG PLC
Use a separate form for each offeror/offeree
------------
(d) Is the discloser the offeror or the offeree? OFFEREE
------------
(e) Date position held: 1 June 2022
The latest practicable date prior to the disclosure
------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares of GBP0.005, D1 Shares, D2 Shares, E Shares, F Shares, G Shares
Interests Short positions
------------------------------------------- ---------------------------------------
Number % Number %
-------------------------------- --------- ----------------------------- --------
(1) Relevant securities owned Nil - Nil -
and/or controlled:
-------------------------------- --------- ----------------------------- --------
(2) Cash-settled derivatives: Nil - Nil -
-------------------------------- --------- ----------------------------- --------
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
-------------------------------- --------- ----------------------------- --------
Nil - Nil -
TOTAL:
-------------------------------- --------- ----------------------------- --------
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: None
-----
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
Director Number of D1 Shares D2 E Shares F Shares G Shares Percentage
ordinary Shares of total
shares issued
share
capital
(%)
Matthew
Moulding 182,891,075 50,550,450 360 43,641,266 20,197,808 7,733,792 22.19
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
Matthew
Moulding 174,758.0 0 0 0 0 0 0.01
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
Matthew
Moulding 10,001.0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
Matthew
Moulding 10,001.0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
Matthew
Moulding 10,001.0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
Matthew
Moulding 9.0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
John
Gallemore 104,237 3,533,879 3,174 185,476 2,666,963 4,000,537 0.81%
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
John
Gallemore 66,764.0 66,764.0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
John
Gallemore 68,799.0 68,799.0 0 0 0 0 0.01
------------ ----------- ------- ----------- ----------- ---------- -----------
Charles
Allen 0 0 0 0 0 0 0
------------ ----------- ------- ----------- ----------- ---------- -----------
Zillah
Byng-Thorne 69,765 0 0 0 0 0 0.01
------------ ----------- ------- ----------- ----------- ---------- -----------
Damian
Sanders 21,926 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Dominic
Murphy 14,566,016 0 0 370,953 0 0 1.09
------------ ----------- ------- ----------- ----------- ---------- -----------
Close
relative of
Dominic
Murphy 23,035.0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Edward
Koopman 0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
Andreas
Hansson 0 0 0 0 0 0 0.00
------------ ----------- ------- ----------- ----------- ---------- -----------
(1) As disclosed in its prospectus dated 10 September 2020 at
the time of its initial public offering, alongside its ordinary
shares, THG PLC also has in issue D1, D2, E, F, and G shares
("Alphabet Shares"). The Alphabet Shares are incentive arrangements
which are considered by THG PLC as akin to share options
arrangements. Further to a discussion between THG PLC and the Panel
on Takeovers and Mergers (the "Panel"), the Panel has now consented
to the Alphabet Shares not being treated as relevant securities for
the purpose of disclosures required to be made under Rule 8 of the
Code during the offer period, save that holders of the Alphabet
Shares who hold over 1% of the ordinary shares in THG PLC will be
required to disclose under Rule 8 of the Code in the usual way. It
is anticipated that if an offer for THG PLC's voting ordinary
shares were to be made by way of a scheme of arrangement, none of
the Alphabet Shares would form a separate class for the purposes of
that scheme. Instead, THG PLC would expect that appropriate
proposals would be made in respect of those Alphabet Shares under
Rule 15 of the Code.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 1 June 2022
Contact name: Emma Boobbyer
--------------
Telephone number: 020 7006 1557
--------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.takeoverpanel.org.uk .
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END
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