Member Info for onsolidground

And all enabling Selkirk Group to now make their move should they wish.

https://www.sharesmagazine.co.uk/video/selkirk-selk-iain-mcdonald-executive-chairman

Some objection but game on for the Ingenuity split and leaving two ripe fruits for the picking imvho

"General meeting at 12.00 midday today and announcement of results today."

Cut free the anchor that has been holding back the far better parts of the business.

Not going personally. Will be interesting to see if MM + bunch of individuals all talking into their wrists attend (Security).

In any case there should be an update forthcoming later today

"Announcement of the results of the General Meeting and the results of elections for B Shares. 27 December 2024"

Then fingers crossed we are on for a very large Buyback of those transitionary shares and more that dipped the sp on creation.

Be nice if anybody attending could provide some form of update. Have a good un, all THG'ers

And cheers to the Buyback a nice TVR and hopefully a much better New Year for all.

Osg.

All done to try and prevent moving the market during normal working hours. So thats 7 Mill on Friday, 5 Mill today.

Lots of shares just about to be bought back and cancelled come 2nd January or just after, and meaning there actually hasn't been any dilution in fact minus dilution.

It's not hard to work out imvho?

Yip, it's been a tumultuous couple of weeks and months what with a Placing to take Ingenuity private and when all completed not even any dilution to THG / Remainco. In fact minus dilution. Nice vehicle set up in between with the B shares for the purpose of giving everybody the ability to "elect" and rollover or not. Then buy back the lot and more and cancel them all.

So unless I'm wrong 64.25p the day before the Demerger and ESCC announcement. All the way down to 38p astonishingly. Back up to 55p, then back down to 43p only last week with the passing of the election deadline.

Now looking forward to the New Year and the large buyback and cancellation accompanied by a nice TVR showing a very large reduction in shares and voting rights after the buyback.

"following payment of the Ingenuity Distribution, the Company intends for the new B Shares to be redesignated as Deferred 1 Shares and subsequently bought back by the Company and cancelled. Following the B Share Redesignation, the total number of Ordinary Shares in issue will be fewer than immediately prior to the B Share Redesignation, resulting in each Ordinary Share experiencing a proportionate increase in its percentage interest in RemainCo and also eliminating in excess of all of the dilution occasioned by the Fundraise."

So, if given when complete there has been Zero, even minus dilution, with the full buyback and more, and the share price is where it is now and maybe set to reverse those falls on or after 2nd Jan, then wouldn't it perhaps make sense for those who have sacrificed Remainco for a slice of Ingenuity, to buy back a consequential pro rata amount of Remainco. Then if it rises back then wouldn't they actually get a free carry on your Ingenuity shares?

Two questions.

Could that in part provide some logic for those large trades that showed up after close on Friday?

With better communication and explanation should the share price ever really have fallen from where it was prior to the Demerger announcement, given no ultimate dilution to Remainco and what with ESCC Index inclusion purchases presumably to come nearer the time?

Well if it was common knowledge on here you wouldn't think so given the last 4 or so weeks worth of comments and especially if you scan the last two days adjustment drops comments post Ingenuity shares election deadlines.

I'm not a great fan of MM but this was done fairly enabling all to participate.

Dare I even say - finally we have a share buy back.

See where we are come the first week in Jan when the spare old THG shares get bought back and cancelled resulting in no, even negative dilution.

Bingo 1 pencil.

That's exactly how I see it. They were a temporary vehicle created to allow all to "elect" and for it to transition to two companies.

Once complete - there is No dilution whatsoever - as those shares sacrificed pro rata to uptake THG Ingenuity - are all bought back by THG and cancelled. And more, if you read the key paragraph.

Imvho

So correct me if I'm wrong here Matty / Oke / Anyone.

In laymans terms those who decided to take up all, some or more of their Ingenuity entitlement, generally sacrifice a pro rata amount of their existing THG shareholding / Remainco shares. Those sacrificed shares will all get bought back by THG / Remainco (and more) and Cancelled once the Ingenuity payments go through. (Not put into Treasury you're correct Oke). So, resulting in a smaller pie in terms of the total shares in issue and TVR. Bigger slice of the smaller pie for those who stayed solely Remainco. Smaller slice of the smaller pie for those electing both but they also have THG Ingenuity shares.

So once complete there is No dilution? or in actual fact Minus dilution if more are bought back and cancelled.

Matty I had 14.6% as the pro rata figure (1 for 7) in my head rather than 13% with a bit more than that obviously to get it back to where it was prior to the deadline for election passing and the dip.

2nd Jan I think the Ingenuity monies complete.

(Cong - Always read the small print and I'm quite partial to a Sandals All Inclusive by doing so if that's what you were inferring).

Worth imvho keeping an eye on what this paragraph entails as we head into the New yaer

"following payment of the Ingenuity Distribution, the Company intends for the new B

Shares to be redesignated as Deferred 1 Shares and subsequently bought back by the

Company and cancelled. Following the B Share Redesignation, the total number of

Ordinary Shares in issue will be fewer than immediately prior to the B Share

Redesignation, resulting in each Ordinary Share experiencing a proportionate increase

in its percentage interest in RemainCo and also eliminating in excess of all of the dilution

occasioned by the Fundraise."

It was actually 4 failed takeovers in theory.

The Belerion / King Street bid and the Apollo bid count as the first 2.

But there were also 2 further approaches for THG Nutrition.

It might now be that bit more appealing now to previous interested parties without any THG Ingenuity workaround and £100 Million cheaper as a starting figure.

It'll adjust back in due course and the market knows full well where the share price should settle post demerger. Hard though some have tried the volume hasn't really merited the percentage fall. That was yesterday and today imvho.

Agree though with many that the communication could have been much much better. They actually asked for Questions in advance and were they not going to publish them on the website. Given the amount of time devoted on here to ISA questions, Sipp questions, Matched Bargain facility, Non Dilution Issues this could all have been succinctly explained in detail in a set of Q+A on the website - at any point throughout - and then these massive swings in the share price could potentially have been avoided. That's it in a nutshell and point the finger at whoever you like, advisors or individuals.

Not pumped to deceive. Probably the reverse.

Same opportunity though is there for all. Your money, your choice.

Hit my trigger point whilst out Xmas shopping. First hopefully of some phased re-entries.

Couple of days back it was sat at 55p and everybody was waiting for it to adjust back up 13% and knowing that any initial dilution works its way back. No rocket science required.

Clear as day if you watch the webcast from 1min 17 seconds to just over 2 minutes.

https://stream.brrmedia.co.uk/broadcast/67068e9c5c401b3f38830f49/6763d766559e31b1b267c4c1

Last 2 or 3 days just gifted Selkirk a £100M reduction should they decide to approach.

And I just managed to bag myself some stocking filler MyProtein Southern Comfort before they run out. It's new and it'll suprise a few on Xmas morning.

https://www.trendhunter.com/trends/myprotein-x-southern-comfort

It's virtually at the start of the Webcast so couldn't be any clearer.

At 1 min 17 seconds (through to 2 min 2 secs).

https://stream.brrmedia.co.uk/broadcast/67068e9c5c401b3f38830f49/6763d766559e31b1b267c4c1

Switching off to do some Xmas shopping and to enjoy the Festive season.

Was there confusion or did the market just decide to have fun with the share price regardless?

MM actually made it clear that such was the Ingenuity fundraise that there shouldn't in actual fact be any change to the value of Remainco shares. The money was effectively being raised for Remainco with the election option. Don't elect - same number of THG shares before and after (and should be price also) Might be an initial adjustment was what he said but that should get given back once complete. It was covered in the Q+A on the day.

Otherwise why even participate in the placing at 49p?

I have to admit that I thought this would happen and THG and brokers should have done more to clarify the deal structure. One for the EGM and those attending on the 27th Dec.

Last one off me this evening.

Yes it could be to slim down costs. But both are noticeably absent

Might it also be that they might move Richard Ward across to be CEO @ THG Nutrition?

Might it also be an oversight off Clifford Chance (imvho slim chance)

Like I say - some communication might help clear things up.

Have a good evening.

Yorek I don't think you are getting what I was saying Yorek and particularly reference absence.

Here we are both agreed that the present Senior Execs at THG Ingenuity are Alistair Crane (Ingenuity Chairman), Richard Ward (Ingenuity CEO) nor Jon Parton (Ingenuity CFO) All 3 of those roles present in most if not all companies Boards of Directors.

Yet

From the final version of the Shareholders Agreement here is what it says about the Board of THG Ingenuity.

"2.2.4 As at the Effective Time, the parties agree that the Board shall comprise:

(a) Alistair Craine; and

(b) John Gallemore."

So where have the present CEO Richard Ward and the present CFO John Parton of THG Ingenuity Board gone at the Effective date?

They are in my interpretation absent from the Newco THG Ingenuity Board of Directors.

Could John Gallemore dual role as a stop gap was what I offered up?

You didn't wish to debate it earlier, now seemingly you do. However unfortunately I have evening commitments so you will need to debate it with others.

Both Richard Ward and Jon Paton appear to be absent from the Newco Board at this time. Hopefully things like this get cleared up over the next couple of weeks.

Yorek, then might that not be something that THG shareholders should be made aware of for the RNS highlighting it was published prior to the "election" closing.

I was merely pointing out that at the effective date the Board of THG Ingenuity looks light and seemingly consists of only two people - Alistair Crane and John Gallemore.

Is the latter not Accounting qualified and had he not performed the CEO role at one point at THG prior to moving to COO?

Websites I suspect will be subject to updating with the changes but the details I posted came from the source I listed which was published by THG itself.

Magnum.PI

"I think his choices say a lot about him......."

Like for instance Kier Starmer (or Free Gear Kier as Nigel Farage calls him) and entourage gifted a stay in one of the THG hotels for a concert.

Then this years Budget...

https://www.dailymail.co.uk/news/article-12239629/Millionaire-Tory-donor-puts-Keir-Starmer-luxury-hotel-Labour-leader-enjoyed-Coldplay-gig.html

Oxford Bull the CEO and CFO seem to have gone awol from the new THG Ingenuity Board with only Alistair Crane and John Gallemore in position come the effective date. That is a noticeable change.

Study them side by side and you'll find others that's why the RNS hinted at changes. It's down to you to then dyo due diligence and find them.

The naughty bit is that most would already have elected prior to the late changes.