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Given the poor track record of the shares I doubt even the staff are too enthused about the prospect of being given more. Even more so if the intention is to give Ingenuity staff free shares in Ingenuity, a private company.

Thanks 404. I found the General Meeting vote on the HL website. I’ll sit tight and await the notification for the Ingenuity share election.

Still heard nothing from HL about the General Meeting vote or the ingenuity share election. Everyone else in same boat?

I wonder did Matt get a seat at the top table for the State Banquet last night for the Amir of Qatar. Or was he there in his role as state jester. 😂

@Elmsley if you’re still around I’d be interested in your thoughts on the now published Articles of Association and Shareholders Agreement. I think you said that you had a fair bit of experience in drafting these for other companies. It would be good to know where the Ingenuity documents differ from the norm.

PS I also agree completely with your comments on the lack of information provided to small shareholders.

@404 thanks for your reply. If I’m reading things correctly section 28 is subject to what’s in the Shareholders Agreement so if they wished to issue a new class of shares the pre-emption rights in the Shareholders Agreement will still apply.

I see your point about the emergency issuance but existing shareholders will still be able to participate on the same terms, albeit after the event so shouldn’t be diluted unless they don’t wish to participate.

I agree completely with your point about dilution through issuance of shares to employees and this is likely to happen as we have suffered from this in THG for a few years.

I posted this yesterday :

“Worth noting that the Ingenuity Articles of Association have disapplied Section 561 of the Companies Act. This removes shareholder preemption rights and increases the risk of existing shareholder dilution by issuing more shares at some future date.“

I have now got around to reading the Shareholder Agreement in more detail and was somewhat reassured to find that pre-emption rights are included (in place of the statutory S 561 pre-emption rights did applied in the Articles). Please see section 9 of the Shareholders Agreement. This means that new shares have to be offered to all shareholders on the same terms. The only caveat of course is that the Shareholder Agreement could be changed in the future if over 50% of shareholders agree. Nonetheless I think the inclusion of pre-emotion rights is positive.

@Yesimabeliever I also feared that certain shareholders might be preferred in receiving above their allocation of Ingenuity shares but the Circular seems to make clear that if too many shareholders elect for additional Ingenuity shares then the number allocated will be reduced pro rata. This suggests everyone will be scaled back equally.

Indeed, and surprisingly and intriguingly, the Circular states that any Company discretion to make adjustments to the pro rata scaling back will be “in order to facilitate the satisfaction of over elections by minority shareholders” (para 5.10 on page 10). I was gobsmacked when I read this because it seems to say that minority shareholders may actually be treated more favourably in any necessary scale back process. Unless I’m reading that wrong?

Oh sorry I misread your post. Thought you were referring to MM but I see it’s Ashley.

@RN1MLT he’ll be ending up with way more than 10% of Ingenuity for sure. He’ll be certain to be the largest shareholder giving himself Demi god status according to the proposed shareholder agreement.

There is logic to what you intend Plazahot. But you’re still a brave man. Best of luck 👍

Worth noting that the Ingenuity Articles of Association have disapplied Section 561 of the Companies Act. This removes shareholder preemption rights and increases the risk of existing shareholder dilution by issuing more shares at some future date.

Someone from THG must monitor this forum. The documents have not been published on their website. 👍

There was a summary of the principal terms of the shareholder agreement in the Circular (but nothing on the Articles). The full documents were promised to be published today.

The Ingenuity Shareholder Agreement and Articles of Association were meant to be published in the investor relations section of the THG website today (according to para 9 of Part 1 of the Circular published last week). Needless to say they still aren’t there.

This is rank amateurism from THG Investor Relations and their advisors. Have none of them heard of diary reminders or checklists to make sure that important things get done on time. Even with THG’s poor record of meeting commitments I’m gobsmacked they’ve failed to meet this deadline. The documents should have been there at 7am this morning. Indeed there’s no good reason why they couldn’t have been included in the Circular on 28th November.

@smythsmoneybox so sorry to hear that your husband is in hospital. In answer to your question about Remainco, this is simply what will be left within THG once Ingenuity has been carved out into a private company. So essentially Remainco will be the current Nutrition and Beauty businesses. If you don’t want to take up your right to Ingenuity shares then you don’t have to do anything.

Has anyone received anything yet from their brokers. Interactive Investor have sent me the voting options for the General Meeting but not yet the forms to elect for Ingenuity shares. HL have sent me nothing yet.

It’s hobsons choice I’m afraid. We either take the ingenuity shares with all of the attendant risks or we, to all intents and purposes, allow it to be given away for free. I’ll be taking the newco shares.

@onsolidground the “super qualifying shareholder” only needs to be the shareholder with the greatest number of shares, not necessarily over 50%. Assuming Matt will be the largest shareholder in Ingenuity he could end up being the super qualifying shareholder (with a veto over almost everything) with significantly less than 50% of the shares. Surprised the other professional investors were happy to put so much faith in him again.