THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release.
13 January 2021
PARTIAL WAIVER OF CERTAIN LOCK-UP ARRANGEMENTS
THG plc ("THG" or the "Company") has been informed by Balderton Capital IV, L.P. ("Balderton Capital") of its intention to sell approximately 21.0 million ordinary voting shares in the Company (the "Ordinary Shares") via an accelerated bookbuild secondary placing. West Coast Capital Assets Limited ("West Coast Capital") also intends to sell approximately 3.2 million Ordinary Shares and certain other individual shareholders (the "Other Selling Shareholders") intend to sell in aggregate approximately 1.3 million Ordinary Shares. Together, Balderton Capital, West Coast Capital and the Other Selling Shareholders intend to sell in aggregate approximately 25.5 million Ordinary Shares in the placing (together, the "Placing").
The Company has been informed that the Placing will be managed by Barclays Bank PLC, Citigroup Global Markets Limited, Goldman Sachs International and J.P. Morgan Securities, which conducts its UK investment banking activities as J.P. Morgan Cazenove, acting as joint global co-ordinators (together, the "Joint Global Co-ordinators") and the Joint Global Co-ordinators and Jefferies International Limited acting as joint bookrunners. THG will not receive any proceeds from the Placing.
Each of the Sellers is subject to lock-up arrangements which were agreed at the time of THG's initial public offering ("IPO") and described in THG's IPO prospectus. The Company and, in the case of certain of the Sellers, the Company and the Joint Global Co-ordinators, have agreed to waive the Sellers' lock-up arrangements with respect to the Ordinary Shares intended to be sold by the Sellers in the Placing, provided that the Placing completes before 18 January 2021. The Sellers' lock-up arrangements as described in THG's IPO prospectus will otherwise remain in place in accordance with their respective terms. The lock up of Balderton Capital's and West Coast Capital's respective residual holdings will therefore remain 360 days from 21 September 2020, subject to specific exceptions outlined in THG's IPO prospectus. The lock up of the residual holdings of the Other Selling Shareholders will remain the later of 180 days from 21 September 2020 or the date of publication of the Company's annual financial statements for the year ended 31 December 2020, subject to exceptions.
For further information please contact:
Kate Grimoldby/Clara Melia
Powerscourt - Financial PR adviser
Tel: +44 (0) 20 7250 1446
Victoria Palmer-Moore/Nick Dibden/Lisa Kavanagh
This Announcement has been issued by and is the sole responsibility of the Company. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events referred to in these forward-looking statements. Unless otherwise required by applicable law or regulation, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.