LONDON - THG PLC, a global technology platform company, has announced plans to demerge its Ingenuity business into a separate private entity. Shareholders received notification on Thursday regarding the proposed reorganization, which includes a general meeting set for December 27, 2024, to vote on the resolution.
The demerger process will allow shareholders to participate by redesignating their Ordinary Shares as B Shares. These B Shares will entitle holders to a preferential distribution of Ingenuity Shares, adhering to a one-for-one Demerger Ratio. Shareholders must refer to the recently posted circular for full terms and required actions.
The circular, dated November 28, 2024, details the demerger and is now accessible on THG's website along with the Ingenuity Shareholders' Agreement and the Ingenuity Articles starting from December 2, 2024. These documents are also submitted to the National Storage Mechanism for public inspection.
Key dates leading up to the completion of the demerger include December 18, 2024, as the ex-date for receipt of B Shares, and December 19, 2024, as the record date. The finalization of the demerger is scheduled for January 2, 2025, with the completion of the Ingenuity Distribution.
The General Meeting will take place at Clifford Chance LLP's London office, where shareholders will vote on the resolution necessary for the demerger. The company has outlined the steps for shareholders to cast their votes and the timeline for the subsequent events, including the redesignation of shares and the distribution of Ingenuity Shares.
This strategic move aims to separate THG's Ingenuity commerce-enablement platform from its core, allowing it to operate independently. The demerger is anticipated to be completed on January 2, 2025, subject to shareholder approval and the successful distribution of Ingenuity Shares.
THG has indicated that further announcements will be made to update shareholders on any changes to the expected timeline of principal events. The information provided is based on a press release statement from THG PLC.
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