Launch of Retail Offer

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

THG PLC

Retail Offer

• THG plc announces an offer for subscription of Retail Shares (as defined below) via PrimaryBid;
• The issue price for the Retail Shares will be determined at the close of the bookbuilding process in respect of the Placing (as defined below) and will be equal to the Placing Price;
• Investors can take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms (subject to such partners' participation);
• The Retail Offer is available to both existing shareholders and new investors;
• There is a minimum subscription of £250 per investor in the Retail Offer; and
• No commission will be charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

THG plc ("THG" or the "Company") is pleased to announce a retail offer via PrimaryBid of new ordinary shares of £0.005 each ("Ordinary Shares") in the capital of the Company (the "Retail Offer", and such shares, the "Retail Shares").

As separately announced today, the Company is conducting a non-pre-emptive placing and subscription (the "Placing" and the "Subscription", respectively) of, in aggregate, up to £75 million at a price to be determined through a bookbuild process (the "Placing Price"). Matthew Moulding and certain of the Company's long-term shareholders, including Sofina, Mark Evans, Sir Terry Leahy, West Coast Capital and Brian Kennedy, have indicated that they intend to subscribe for through the Placing or the Subscription, in aggregate, £33 million of new Ordinary Shares at the Placing Price.

The issue price for the Retail Shares, as well as for the shares in the Subscription, will be equal to the Placing Price.

The Retail Offer is conditional on the new ordinary shares issued as part of the Placing, the Subscription and the Retail Offer being admitted to trading on the equity shares (transition) category of the Official List of the Financial Conduct Authority (the "FCA") and admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m. on 15 October 2024. The Retail Offer will not be completed without the Placing also being completed.

The Fundraise

On 17 September 2024, the Company announced that it was progressing options for the demerger of its Ingenuity division from THG (the "Demerger"), with the remaining THG group consisting of THG's Beauty and Nutrition divisions. The final terms of the Demerger will be provided in due course; however, it is expected that Ingenuity will be demerged into an independent private company ("IngenuityCo"). The Placing, the Subscription and the Retail Offer, in conjunction with appropriate standalone debt issuance plans for IngenuityCo, is expected to provide IngenuityCo with sufficient medium-term funding as the business approaches positive cash generation on a standalone basis.

Reasons for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer so as to minimise cost and time to completion, the Company values its retail investor base and recognises the importance of pre-emption rights in the UK listed company environment and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer.

Existing shareholders and new investors can access the Retail Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. A list of PrimaryBid's distribution partners can be found here.

Some partners may only accept applications from existing shareholders and/or existing customers.

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors the opportunity to participate in the Company's equity fundraising alongside the Placing and the Subscription, is in the best interest of shareholders, as well as wider stakeholders in the Company.

Details of the Retail Offer

The Retail Offer will be open to retail investors in the United Kingdom following release of this announcement. The Retail Offer will close at the same time as the bookbuilding process with respect to the Placing is completed.

There is a minimum subscription amount of £250 per investor in the Retail Offer.

Subscriptions under the Retail Offer will be considered by the Company with preference to be given to the Company's existing retail investors. Aggregate demand under the Retail Offer will be limited to a maximum of the sterling equivalent of EUR 8 million.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

Investors wishing to apply for the Retail Shares should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process (including for using their ISA, SIPP or GIA) and any relevant fees or charges. PrimaryBid does not charge investors any commission for this service.

The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Brokers wishing to offer their customers access to the Retail Offer and future PrimaryBid transactions, should contact partners@primarybid.com.

Settlement for the Retail Shares and Admission are expected to take place on or before 8.00 a.m. on 15 October 2024. The Placing is conditional on, inter alia, the Subscription Agreements having been entered into, and there being no breach or termination of such agreements prior to Admission (save for any breach or termination which in the good faith opinion of the Joint Global Coordinators is not material in the context of the Placing or Admission), but is not conditional on the completion of such agreements. The Placing is not conditional on the Retail Offer.

It should be noted that a subscription for the Retail Shares and any investment in the Company carries a number of risks. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Company's ordinary shares if they are in any doubt.

This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement should be read and understood.