THG chief Matthew Moulding to give up special share rights

THG plans to scrap a controversial takeover defence and move to the premium segment of the London Stock Exchange as it tries to restore investor confidence after sharp falls in its share price.

The Manchester-based ecommerce company, formerly known as The Hut Group, said on Monday it would abolish the “special share” rights held by co-founder and chief executive Matthew Moulding by the end of 2022.

The share gives Moulding an effective veto over any hostile takeover of the company and is one of the reasons it adopted a standard listing, which prevents its shares being included in FTSE indices, when it floated in September 2020.

A premium listing and index inclusion would oblige index-tracking funds to buy its shares.

THG also said it would “undertake a further review of its corporate governance arrangements in conjunction with its application to step up to a premium listing”.

Such a review may include the appointment of an independent non-executive chair, as is customary for UK-listed companies. Moulding is the executive chair as well as chief executive of THG, and is also a significant shareholder.

Although the special share arrangement was due to lapse in 2023 anyway, house broker Jefferies said the move “points to the group’s willingness to engage on shareholder concerns”.

Shares in THG were up about 3 per cent at 299p in morning trade on Monday, though they remain 40 per cent below their 500p IPO price and below half their post-listing peak.

The fall in the share price intensified last week after a capital markets day, intended to explain the workings of its Ingenuity ecommerce technology division, left investors disappointed.

Japanese tech investor SoftBank has an option agreement to acquire just under a fifth of Ingenuity, which provides an end-to-end service for consumer goods companies selling online, at a price that values the division at about £4.4bn.

Chart showing the sharp fall in THG shares

But Ingenuity’s revenues are small and the contractual relationships between it and the group’s other divisions, which sell beauty and nutrition products, are unclear.

There have also been concerns about THG’s cash consumption, appetite for acquisitions and apparent changes in strategy. Just eight months after one of the biggest IPOs in London for years, it raised more than $1bn in a secondary fundraising that gave SoftBank an 8 per cent stake in the group, in addition to the Ingenuity option.

At half-year results in September, the group said it might spin off its beauty division. If THG did become a premium-segment company, such a transaction would likely require approval from shareholders.


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