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THG PLC Share Issue/Capital Change 2021
5041_sha_2021-08-12_6c4a67b9-8604-431b-a47d-b4f25e5ca355.html
Share Issue/Capital Change
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National Storage Mechanism | Additional information 
RNS Number : 4885I
THG PLC
12 August 2021
THG PLC
PDMR/PCA Shareholdings
THG PLC (the "Company") announces that it was notified on 12 August 2021 of: (a) the paying up and conversion of 116,101,671 existing F, G and H ordinary non-voting shares of £0.005 each in the capital of the Company into ordinary voting shares of £0.005 each by FIC Shareco Limited ("FIC Shareco"), classified as a person closely associated with Matthew Moulding, the chief executive officer of the Company, in connection with existing, vested share awards granted to Matthew Moulding and Steven Whitehead pursuant to the Company's historical employee share incentive arrangements; and (b) the entry by FIC Shareco into a security agreement with Goldman Sachs International Bank in respect of only those ordinary voting shares beneficially owned by Steven Whitehead but registered in the name of FIC Shareco and which are to be subject to such security agreement on or about the date of the conversion of the above referred F and G ordinary non-voting shares beneficially owned by Steven Whitehead, as security for a loan facility made available to Steven Whitehead pursuant to a loan agreement dated 10 August 2021. Details of the full notification received by the Company are set out below.
Following the paying up and conversion of the relevant F, G and H ordinary non-voting shares into ordinary voting shares:
| · | there has been no change to the aggregate nominal value of the Company's issued share capital or the aggregate number of shares in issue; and |
| · | the total number of voting rights in the Company as at 12 August 2021 has increased to 1,215,713,412, in relation to which, Mr Moulding has a beneficial shareholding in 173,056,196 ordinary voting shares, representing in aggregate approximately 14.23% of the voting rights in the Company. |
The Company makes the below announcement and notification in accordance with the requirements of the UK Market Abuse Regulation:
| 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 voting shares of £0.005 each ISIN: GB00BMTV7393 |
| b) | Nature of the transaction | Acquisition of ordinary voting shares on the paying up and conversion of F ordinary non-voting shares of £0.005 each, beneficially owned by Steven Whitehead |
| c) | Price(s) and volume(s) | Price(s): N/A Volume(s): 1,570,427 |
| d) | Aggregated information | N/A - single transaction |
| e) | Date of transaction | 11 August 2021 |
| f) | Place of transaction | Outside of a trading venue |
| 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 voting shares of £0.005 each ISIN: GB00BMTV7393 |
| b) | Nature of the transaction | Acquisition of ordinary voting shares on the paying up and conversion of G ordinary non-voting shares of £0.005 each, 22,562,828 beneficially owned by Matthew Moulding and 2,355,734 beneficially owned by Steven Whitehead |
| c) | Price(s) and volume(s) | Price(s): N/A Volume(s): 24,918,562 |
| d) | Aggregated information | N/A - single transaction |
| e) | Date of transaction | 11 August 2021 |
| f) | Place of transaction | Outside of a trading venue |
| 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 voting shares of £0.005 each ISIN: GB00BMTV7393 |
| b) | Nature of the transaction | Acquisition of ordinary voting shares on the paying up and conversion of H ordinary non-voting shares of £0.005 each |
| c) | Price(s) and volume(s) | Price(s): N/A Volume(s): 89,612,682 |
| d) | Aggregated information | N/A - single transaction |
| e) | Date of transaction | 11 August 2021 |
| f) | Place of transaction | Outside of a trading venue |
| 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 voting shares of £0.005 each ISIN: GB00BMTV7393 |
| b) | Nature of the transaction | FIC Shareco entered into a security agreement with Goldman Sachs International Bank in respect of only those ordinary voting shares beneficially owned by Steven Whitehead but registered in the name of FIC Shareco and which are to be subject to such security agreement on or about the date of the conversion of the F and G ordinary non-voting shares beneficially owned by Steven Whitehead, as security for a loan facility made available to Steven Whitehead pursuant to a loan agreement. |
| c) | Price(s) and volume(s) | Price(s): N/A Volume(s): 3,926,161 |
| d) | Aggregated information | N/A - single transaction |
| e) | Date of transaction | 10 August 2021 |
| f) | Place of transaction | Outside of a trading venue |
Enquiries to:
THG PLC
James Pochin, General Counsel and Company Secretary
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