Equity Raise Post-Transaction Report

Name of Issuer

THG PLC

Transaction Details

The Company issued 194,722,333 new Ordinary Shares in total pursuant to the Fundraise (comprising 138,265,306 Placing Shares, 45,408,163 Subscription Shares and 11,048,864 Retail Offer Shares), representing approximately 14.6% of the Company's existing issued Ordinary Shares prior to the Fundraise.

Settlement and admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares took place at 8.00 am on 15 October 2024.

Use of Proceeds

As set out in the Placing Announcement and the result of placing announcement issued on 11 October 2024, approximately £75 million of net institutional proceeds of the Fundraise will be used to provide IngenuityCo with sufficient medium-term funding (in tandem with appropriate standalone debt issuance plans) and the net proceeds raised in excess of £75 million will be used for general corporate purposes.

Quantum of Proceeds

The aggregate proceeds from the Fundraise amounted to approximately £95.4 million.

Discount

The Placing Price of 49 pence represented a discount of approximately 5.2 per cent. to the closing price on 10 October 2024.

Allocations

Soft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements.

Consultation

The Company consulted with a number of its major shareholders prior to the Fundraise, with certain of the Company's long-term shareholders indicating their intention to subscribe for, in aggregate, £33 million of new Ordinary Shares at the Placing Price pre-launch as set out in the Placing Announcement.

Retail Investors

The Fundraise included a Retail Offer via the PrimaryBid platform, for a total of 11,048,864 Retail Offer Shares, raising gross proceeds of approximately £5.4 million.

Retail investors, who participated in the Retail Offer, were able to do so at the same Placing Price as all other investors participating in the Fundraise.

The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through PrimaryBid's platform via its partner network (covering 60+ FCA registered intermediaries) and through PrimaryBid's free-to-use direct channel. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Capital Raise alongside institutional investors.