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The Hut Group Limited This document constitutes a registration document (the "Registration Document") relating to The Hut Group Limited (the "Company") prepared in accordance with the prospectus regulation rules (the "Prospectus Regulation Rules") of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000, as amended ("FSMA"). The Registration Document has been filed with, and approved by, the FCA as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves the Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is the subject of the Registration Document. The Company and the directors of the Company (together, the "Directors"), whose names appear in the section of this document headed "Directors, Company Secretary, Registered Office and Advisers", accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in the Registration Document is in accordance with the facts and the Registration Document makes no omission likely to affect its import. This document should be read in its entirety. See the section of this document headed "Risk Factors" for a discussion of certain risks relating to THG's business and industry. THE HUT GROUP LIMITED (Incorporated under the Companies Act 1985 and registered under the laws of England and Wales with registered no. 06539496) No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person other than the Company and its Directors, as to the accuracy, completeness, verification or sufficiency of the information contained herein and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect as to the past, present or future. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Company since the date of this document or that the information contained herein is correct as of any time subsequent to its date. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company. Without limitation, the contents of the websites of THG do not form part of this document and information contained therein should not be relied upon by any person. This document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Regulation Rules. A prospectus is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, this document, where not combined with the securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall this document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. The contents of this document are not to be construed as legal, regulatory, tax, business or financial advice. Each recipient of this document should consult with his or her own legal, financial or tax advisers. The distribution of this document in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken or will be taken to permit the possession or distribution of this document in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. Accordingly, neither this document, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. - i - The document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. Capitalised terms have the meanings ascribed to them in Part VIII (Definitions) of this document. This document is dated 27 August 2020. - ii - CONTENTS Page RISK FACTORS .......................................................................................................................................... 1 IMPORTANT INFORMATION ................................................................................................................ 18 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS ......................... 21 PART I INDUSTRY .................................................................................................................................. 22 PART II BUSINESS .................................................................................................................................. 26 PART III DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE........................ 55 PART IV SELECTED FINANCIAL INFORMATION ............................................................................ 58 PART V OPERATING AND FINANCIAL REVIEW .............................................................................. 63 PART VI HISTORICAL FINANCIAL INFORMATION ......................................................................... 90 SECTION A: ACCOUNTANT'S REPORT IN RESPECT OF THE HISTORICAL FINANCIAL INFORMATION .................................................................................................................................. 91 SECTION B: HISTORICAL FINANCIAL INFORMATION................................................................... 93 SECTION C: UNAUDITED INTERIM FINANCIAL INFORMATION ............................................... 133 PART VII ADDITIONAL INFORMATION ........................................................................................... 146 PART VIII DEFINITIONS ...................................................................................................................... 177 PART IX GLOSSARY ............................................................................................................................ 181 - iii - RISK FACTORS THG is subject to a number of risks. The occurrence of any of the events discussed below could materially adversely affect THG's business, reputation and brand, sales, results of operations, financial condition and/or prospects. The risks and uncertainties described below represent the risks that the Directors believe to be material to the Company, THG or its or their business or industry as at the date of this document. However, these risks and uncertainties are not the only ones the Company and THG are facing. Additional risks not currently known to the Directors, or which the Directors would now deem immaterial, could also, individually or cumulatively, have a material adverse effect on the business, reputation and brand, sales, results of operations, financial condition and/or prospects of the Company and THG. RISKS RELATING TO THG Risks related to THG Beauty and THG Nutrition 1.1 THG's efforts to retain existing customers and acquire new customers may not be successful, which could prevent THG from maintaining or increasing its revenue. Revenue from returning customers represented 81 per cent. of THG's revenue from Lookfantastic and 84 per cent. of THG's revenue from Myprotein in the year ended 31 December 2019. If THG does not promote and sustain its brands and platforms through marketing and other tools, it may fail to retain existing customers or acquire the new customers required to maintain or increase THG's revenue. Promoting and positioning THG's brands and platforms, as well as the mix of third-party brands sold through its websites and platforms, will depend largely on the success of THG's marketing efforts, its ability to attract consumers cost-effectively and its ability to consistently provide high-quality products and a frictionless user experience. In order to acquire and retain customers, THG has incurred and will continue to incur substantial expenses related to advertising and other marketing efforts. THG's investments in marketing may not attract new customers, potential customers may decide not to buy through THG's platforms and the spend of customers that purchase from THG may not yield the intended return on investment, any of which could negatively affect THG's business, results of operations and financial condition. Furthermore, any new customers acquired and any reduction in the costs of customer acquisition during the COVID-19 lockdown may not remain or continue following the end of the lockdown period. THG's
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