RE: Ingenuity2 Feb 2026 22:45
CRAFTY IMO under the rules JP are making a connection,that’s all
It’s the same as an estate agent introduces a buyer to a seller
Then the seller and buyer form and agreement
However that agreement is under control of Ingenuity as per the rules below in your agreement to
when you took them 👇
Following the demerger of THG Ingenuity into an independent private company ("IngenuityCo"), specific covenants and restrictions have been put in place regarding the holding and selling of its shares. These are designed to maintain control over the share register of the now private, unlisted company.
Key covenants and restrictions include:
Mandatory Escrow Requirement: Shareholders who receive Ingenuity Shares in uncertificated form (via CREST) must transfer them into escrow with Equiniti Limited (EQ).
Restricted Transfers: Shares remain in escrow (CREST Participant ID: RA11, Member Account ID: EQESCROW) until authorization for any further transfer is obtained from IngenuityCo.
Shareholders’ Agreement & Articles: Transfer, sale, or disposal of shares must comply with the terms of the new Ingenuity Articles of Association and the Shareholders’ Agreement.
Matched Bargain Facility: As an unlisted, private company, IngenuityCo may introduce a "matched bargain facility" to manage liquidity, rather than a public market exchange.
Drag-Along Rights: The agreement includes provisions for a "Drag Notice" and "Drag-Along" rights, allowing majority holders to compel others to sell under certain conditions.
Restricted Persons: The agreement defines a "Restricted Person" to prevent unwanted parties from acquiring shares.
These measures ensure that while shareholders have economic exposure to IngenuityCo, the company operates as a controlled, private entity without a public trading facility.