LONDON - THG (LON:THG) PLC has made revised versions of the Ingenuity Shareholders' Agreement and the Ingenuity Articles available on its website, the company announced today. This update follows the initial release of the documents on December 2, 2024, and includes changes that will facilitate the implementation of a matched bargain facility for the trading of Ingenuity shares post-demerger.
The demerger, which is the separation of THG's Ingenuity business from its main operations, is expected to be completed on January 2, 2025. InfinitX Limited, operating as JP Jenkins, is appointed to manage the matched bargain facility, which will allow shareholders to trade Ingenuity shares that are not listed on a traditional stock exchange.
Following the demerger, shareholders who receive uncertificated Ingenuity shares will be required to transfer these shares into escrow with Equiniti Limited (EQ) using specific CREST transfer instructions. The shares will remain in escrow until IngenuityCo confirms that the transfer requirements set out in the Ingenuity Shareholders' Agreement and the Ingenuity Articles have been met. Once authorized, EQ, through JP Jenkins, will process a transfer from escrow to enable the trade within the matched bargain facility.
The custodian receiving the Ingenuity shares after any trade will be obligated to transfer the shares back into escrow until further authorization for transfer is provided by IngenuityCo. This process aims to ensure compliance with the transfer requirements detailed in the agreement and articles governing the Ingenuity shares.
The demerger circular, which outlines the terms and conditions of the separation, was initially made available to shareholders on November 28, 2024. These recent amendments to the shareholder agreement and articles are part of the preparations for the final stages of the demerger process. The company has stated that all capitalised terms, unless defined otherwise, carry the same meanings as those given in the circular.
This announcement is based on a press release statement and provides shareholders and potential investors with the latest information on the administrative steps THG is taking to ensure a smooth transition as it approaches the finalization of the Ingenuity demerger.
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