THG PLC — Director's Dealing 2025

Mar 31, 2025

National Storage Mechanism | Additional information

RNS Number : 9249C

THG PLC

31 March 2025

THG PLC

(the "Company")

PDMR / PCA Shareholding & TR-1 Notification

Following completion of the successful oversubscribed equity fundraise announced on 25 March 2025, underpinned by founder and chief executive Matthew Moulding's net contribution of £60 million, the Company has received the below notifications.

Matthew Moulding's equity interest in the Company equates to 429,873,034 shares, being approximately 25 per cent. on a fully diluted basis.  This equity interest is comprised of:

·    98,596,539 ordinary voting shares;

·    122,190,088 unlisted ordinary shares; and

·    a conversion right for a further 209,086,407 ordinary voting shares pursuant to the Convertible Loan.

To satisfy demand from new and existing investors in the oversubscribed equity fundraise, the Company's new share authority limits required Matthew Moulding to transfer 23,327,894 ordinary voting shares to the placing book, the gross proceeds of which were all reinvested into the Company by way of the Convertible Loan. No proceeds were received from the transactions referred to in this notification by Matthew Moulding, FIC Shareco Limited or any person closely associated with them.

The Company makes the below announcement and notifications in accordance with the requirements of the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation.

PDMR/PCA Shareholding

1.	Details of the person discharging managerial responsibilities / persons closely associated with them
a)	Name	FIC Shareco Limited
2.	Reason for the notification
a)	Position / Status	PCA of Matthew Moulding
b)	Initial Notification / Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	THG PLC
b)	LEI	21380066N3SV9O8IDP37
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification Code	Ordinary shares of £0.005 each ISIN: GB00BMTV7393
b)	Nature of the transaction	Entering into a convertible loan agreement with the Company giving the right to acquire new ordinary shares on conversion Disposal of ordinary shares
c)	Price(s) and volume(s)	Volume: £67,534,909.76 ( principal value of Convertible Loan) * 32.3p (price) = 209,086,407 (number of new ordinary shares to be issued on conversion) Price(s): 32.3p Volume (number of shares disposed to placing book): 23,327,894
d)	Aggregated information	N/a
e)	Date of transaction	28 March 2025
f)	Place of transaction	London Stock Exchange (XLON)

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BMTV7393

Issuer Name

THG PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Matthew Moulding

City of registered office (if applicable)

Altrincham

Country of registered office (if applicable)

United Kingdom

4. Details of the shareholder

Name	City of registered office	Country of registered office
FIC Shareco Limited	St Peter Port	Guernsey

5. Date on which the threshold was crossed or reached

28-Mar-2025

6. Date on which Issuer notified

31-Mar-2025

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	7.090000	0.000000	7.090000	98596539
Position of previous notification (if applicable)	9.222317	0.000000	9.222317

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB00BMTV7393	22326196	76270343	1.610000	5.480000
Sub Total 8.A	98596539		7.090000%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Matthew Moulding		1.610000
Matthew Moulding	FIC Shareco Limited	5.480000

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

12. Date of Completion

31-Mar-2025

13. Place Of Completion

London, UK

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