REG - Liontrust Asset Mgmt - Proposed Acquisition of River Global Holdings Ltd

Liontrust Asset ManagementAnnouncement

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RNS Number : 6938W  Liontrust Asset Management PLC  16 March 2026

LEI: 549300XVXU6S7PLCL855

For immediate release

16 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO,
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

Liontrust Asset Management Plc

("Liontrust" or the "Company")

Proposed Acquisition of River Global Holdings Limited

 

The Board of Liontrust, the independent active asset management group, is
pleased to announce that it has entered into a conditional sale and purchase
agreement (the "SPA") with River Global PLC to acquire the entire issued share
capital of River Global Holdings Limited, the holding company for River Global
PLC's asset management business ("RGH" and the "Proposed Acquisition",
respectively), for an all share consideration of £7.6 million ("Consideration
Shares") representing the value for the business excluding the European
Opportunities Trust ("EOT") mandate plus an adjustment figure relating to the
EOT mandate of up to £2.1 million in share consideration ("Adjustment
Shares") with details on how this is calculated given below.

The Proposed Acquisition is advantageous for Liontrust and RGH and each of the
companies' shareholders and clients. The highlights of the Proposed
Acquisition and the reasons why it is compelling include:

·  The Proposed Acquisition will further expand Liontrust's investment
talent, bringing experienced managers and proven processes

 

·    RGH will provide complementary capabilities, investment styles and
products, including value strategies, to meet client demand and extend sources
of performance through the market cycle

 

·    It will expand Liontrust's range of strongly performing investment
capabilities. Over one year, 88% of the RGH funds are in the first or second
quartile of their respective sectors and over three years the comparable
figure is 75%(1)

 

·    The Proposed Acquisition will broaden Liontrust's client base,
including with new investment trusts and strategic partners. The strategic
partners are delivering positive net inflows to RGH

 

·   RGH will benefit from the sales and marketing strength of Liontrust to
promote its strongly performing capabilities and being part of an asset
manager with scale. The investment capabilities will move from the RGH to the
Liontrust brand

·   Martin Gilbert will join the Board of Directors of Liontrust at
completion as a Non-executive Director, providing extensive knowledge of asset
management and other sectors

 

·    As the focus of the Proposed Acquisition is on investment
capabilities, the integration will be expedited, with no disruption to
Liontrust's client base. The current Liontrust investment capabilities will
not be impacted by the Proposed Acquisition

 

·   RGH's assets under management and advice ("AuMA") were £2.7 billion as
at 27 February 2026(2). The addition of this to Liontrust's AuMA(3) will take
pro forma AuMA to £24.4 billion

 

·   The Proposed Acquisition is expected to be accretive in the financial
year ending 31 March 2027 and materially accretive in future years

 

·    Through the distribution of Consideration and Adjustment Shares, by
River Global PLC, their shareholders are expected to become shareholders in
Liontrust. River Global PLC's largest shareholders representing 22.3% have
agreed to customary two-year lock up arrangements, becoming committed
shareholders in Liontrust

John Ions, Chief Executive Officer of Liontrust, said:

"The acquisition of River Global is an important step forward for Liontrust.
River Global's investment capabilities are complementary to Liontrust's
established processes and funds and combining them will create a stronger and
broader platform for future growth. The enlarged business will diversify
products, performance and the client base.

River Global fund managers will benefit from Liontrust's brand and
distribution that will provide them with a broader route to market both in the
UK and internationally. Clients will benefit from Liontrust's market-leading
service and the investment we have made in recent years in our operating model
to ensure the integration is as smooth and quick as possible.

The appointment of Martin Gilbert as a Non-executive Director further
strengthens the Board, and we believe that he will be able to bring Liontrust
new global client relationships."

Martin Gilbert, Executive Chair of River Global PLC, said:

"River Global and Liontrust are two highly complementary businesses and it
makes perfect sense to bring them together.

River Global and its shareholders, clients and people will benefit immediately
from becoming part of a wider group, with powerful distribution and marketing
resources that will accelerate the inflows we are seeing into our funds as
well as broader all-round growth opportunities.

Shareholders will benefit from the significant synergies this deal brings
while our talented managers will fit well within Liontrust's wider team.

I would like to thank the River Global team for all they have done over the
past four years to develop the business and look forward to becoming a
Non-executive Director on the Liontrust Board to be with them for the next
stage of the journey."

(1) Source: Morningstar & Financial Express to 27 February 2026, bid to
bid, total return, net of fees, based on primary share class or alternative
where required.

(2) Excludes AuMA related to EOT, where the board of EOT has initiated a
strategic review as well as any mandates where clients have notified an
intention to terminate or funds which are closing down.

(3) Liontrust's AuMA as at close of business on 27 February 2026 were £21.7
billion.

Overview of RGH

RGH specialises in long-only equities and offers a range of UK, Indian and
Global strategies. RGH was formed by bringing together River & Mercantile
Asset Management, SVM Asset Management and Saracen Fund Managers.

 

Strategic rationale

 

The Proposed Acquisition provides Liontrust with investment styles that it
currently does not offer. By having complementary capabilities, including
value, Liontrust will be able to meet more client demand and gain access to a
broader part of the distribution market.

 

It will also tackle one of the challenges that has faced Liontrust over the
past three years by diversifying performance in different market environments.
For example, while the Liontrust European Dynamic Fund is 1(st) quartile in
its IA sector over one and five years,(4) some teams at Liontrust have faced
headwinds due to quality and growth companies being out of favour. The
additional complementary investment styles will create more balanced growth
for Liontrust going forward.

 

The Proposed Acquisition will add further investment talent to Liontrust.
RGH's capabilities are managed by respected fund managers with long track
records. RGH's Global Income and Growth Fund is in the 1(st) quartile over
one, three and five years; and the Global Recovery, UK Recovery and UK Listed
Smaller Companies funds are in the 1(st) or 2(nd) quartiles of their
respective sectors over one, three and five years.(1)

 

As well as adding scale in thematic Indian equities, Liontrust will also gain
access to a physical investment presence in Asia for the first time through
the team managing the India Capital Growth investment trust.

 

While RGH funds have delivered strong performance, they have not had the
distribution to capitalise on this and grow the company's AuMA. Liontrust's
strength in sales and marketing will provide the opportunity for distribution
in the UK and internationally, to expand the client base in the years ahead,
and to supply the same excellent levels of support to RGH's clients as it has
done for its own clients.

 

The Proposed Acquisition adds two investment trusts and new strategic
partners, including Standard Life (formerly Phoenix Group) and Blevins Franks.
George Ensor and his team were selected by Standard Life last year to manage
the RGI Institutional UK Listed Smaller Companies Fund, which was launched in
September 2025 with seed assets of £140 million. Strategic partners will
provide opportunities to distribute Liontrust capabilities more widely in the
UK and internationally.

 

The RGH fund managers have acknowledged the benefits of the Proposed
Acquisition in expressing their enthusiasm and commitment in joining
Liontrust. They are clear in the opportunity offered by Liontrust in terms of
championing active management, providing a positive environment to enable
managers to focus on investment and not be distracted by the running of the
business, and the stronger brand, distribution and marketing that will benefit
the managers, their capabilities and their clients.

 

Liontrust's enhancement of its operating model and infrastructure in recent
years, including implementing a new single, integrated front-office solution
and outsourced trading, will ensure that the integration will be quick and
efficient. The integration will also benefit from complementary initiatives
and rationalisation by RGH in recent years.

The largest shareholders of River Global PLC are committed to a shared
strategic vision for the combined group, as demonstrated by their decision to
take Liontrust equity as consideration for the sale. Christopher Mills, a
Non-executive Director of River Global PLC,  Founder and Chief Executive
Officer of Harwood Capital Management Group, a 16.8% shareholder of River
Global A Ordinary Shares, has this morning publicly expressed his support for
the transaction.

The Proposed Acquisition is consistent with Liontrust's capital allocation
policy announced last year, which stated that the Group would pursue selective
inorganic growth opportunities. RGH is close to breakeven following a
successful period of cost rationalisation. With further cost savings from
integrating operations and support functions following completion, the
Proposed Acquisition is expected to be EPS accretive in the first year,
independent of AuMA growth assumptions.

The Liontrust Board believes that the Proposed Acquisition is in the best
interests of Liontrust shareholders as a whole.

(4) Source: Financial Express to 27 February 2026, bid to bid, total return,
net of fees, based on primary share class.

Key terms of the Proposed Acquisition

Liontrust has agreed to acquire the entire issued share capital of RGH, the
holding company for River Global PLC's asset management business for at total
consideration of up to £9.7 million (the "Consideration") consisting of:

·   £7.6 million for the RGH business, that is excluding the mandate for
EOT, satisfied by the issue of 2,970,232 new ordinary shares of 1 pence each
in the capital of the Company ("Liontrust Shares") to River Global PLC, RGH's
sole shareholder, on completion; and

 

·    Up to £2.1 million satisfied by the issue of up to 820,722 Liontrust
Shares to River Global PLC, RGH's sole shareholder or, subject to the number
of Liontrust Shares to be issued being below an agreed threshold, at the sole
discretion of the Company, in cash, on the transfer of assets from EOT to a
new open-ended fund ("Successor Fund") with a similar investment policy to
EOT. The actual value of this contingent consideration will be calculated
based on the expected annualised run rate net revenues of the Successor Fund

For the avoidance of doubt, the Proposed Acquisition does not include River
Global PLC's interests in the Parmenion fund platform business.

We expect that River Global PLC will distribute the Consideration Shares and
any Adjustment Shares to River Global PLC A Ordinary Shareholders in the
proportion that they own the A Ordinary Shares in due course. This
demonstrates a commitment to the shared strategic vision of the combined
business.

The Consideration Shares and any Adjustment Shares are to be issued at a price
of 255.8723 pence per Ordinary Share, being the 30-day volume weighted average
share price to 13 March 2026. The Consideration Shares and Adjustment Shares
represent approximately 4.79% per cent and 1.32% percent respectively. of the
share capital of Liontrust(5), as enlarged by the Proposed Acquisition. The
Consideration Shares and any Adjustment Shares issued to River Global PLC will
be subject to a two-year lock-up agreement, with a carve out that allows the
distribution of the Consideration Shares and any Adjustment Shares to River
Global PLC's A Ordinary Shareholders, with significant River Global PLC A
Ordinary Shareholders, Harwood Capital LLP(6,) North Atlantic Smaller
Companies Trust and Martin Gilbert (Executive Chairman of River Global PLC)
also signing a two-year lock-up agreement. These significant shareholders have
also agreed to vote in favour of the transaction in respect of their A
ordinary shares, representing in aggregate 22.3% of River Global PLC's issued
share capital.

The Proposed Acquisition terms include downside protection linked to changes
in RGH's AuMA between signing and completion.

Completion of the Proposed Acquisition is subject to obtaining customary
regulatory approvals, to the SPA in respect of the Proposed Acquisition
becoming unconditional in all respects and not having been terminated in
accordance with its terms prior to completion and the approval of the
transaction by River Global PLC's shareholders in accordance with the
requirements of the AIM Rules of the London Stock Exchange.

Completion is expected to take place by 31 August 2026.

(5) Liontrust's issued share capital as at 13 March 2026 is 61,978,418 shares.

(6) Christopher Mills, as Chief Executive and a member of Harwood Capital LLP,
is deemed to have an interest in the River Global PLC A Ordinary Shares owned
by various funds associated with Harwood Capital LLP. Christopher Mills is
also a Non-executive Director of River Global PLC.

Financial rationale

 

As reported today, RGH's management and advisory fee revenues to the end
September 2025 were £11.5 million. However, the run rate revenues as at 27
February 2026 are £10.5 million(7,8). Additionally through initiatives
undertaken and following a successful period of cost rationalisation over the
last 18 months, RGH is close to breakeven on a run rate basis. This is the
framework used for calculation of the value of RGH excluding EOT.

 

Proposed Acquisition and subsequent integration of RGH will require the
Company to incur transaction costs of approximately £1.0 million and
re-organisation costs including costs associated with exiting legacy contracts
of approximately £12.5 million which will be treated as exceptional items to
be incurred in the financial years ending 31 March 2026 and 31 March 2027 with
phasing skewed towards financial year ending 31 March 2027.

 

Liontrust has enhanced its operating model and infrastructure in recent years,
including implementing a new single, integrated front-office solution and
outsourced trading. This will ensure that the integration will be quick and
efficient. The integration benefits from complementary initiatives and
rationalisation by River Global PLC in recent years.

 

Following completion of the integration process, the Board expects RGH will,
before transaction and re-organisation costs, achieve operating margins of
around 50 percent delivering cost synergies of £7.5 million. Accordingly, we
expect the Proposed Acquisition to be earnings enhancing with regards to our
adjusted diluted earnings per share for the financial year ending 31 March
2027 and materially accretive in future years.

 

Liontrust was supported in its due diligence by Alpha Financial Markets
Consulting UK Plc, the audit, tax and consultancy firm RSM, Walker Morris LLP
and Macfarlanes LLP.

 

(7) Source: RGH & Liontrust. The run rate management and advisory fee
revenues calculated as daily average December 2025 to February 2026 net
management and advisory fees collected or accrued, multiplied by 365 and then
adjusted for the known losses.

(8) Excludes management fee revenues for EOT.

Next steps

 

Completion of the Proposed Acquisition is subject to the satisfaction (or,
where permitted, waiver) of certain conditions, including relevant regulatory
approvals. The timing of the satisfaction of certain of the conditions to
completion is therefore uncertain, but it is currently expected that
completion will occur before the end of August 2026.

 

Share buyback programme

 

On 20 November 2025, we announced a share buyback programme of up to £10
million to be completed by end of June 2026. The Company appointed Panmure
Liberum Limited ("Panmure Liberum") to execute and manage the buyback and gave
an irrevocable instruction to Panmure Liberum to make market purchases of
Ordinary Shares on its behalf independently to the Company. The buyback is
being conducted in accordance with Article 5(1) of Regulation (EU) No
596/2014. Notwithstanding the announcement of the Proposed Acquisition, there
is no change to the buyback programme which continues as intended.

 

Liontrust Asset Management Plc (Tel: 020 7412 1700, Website: liontrust.com)

Stephen Corbett: Head of Investor Relations

Simon Hildrey: Chief Marketing Officer

 

Panmure Liberum (Tel: 020 7886 2500)

Corporate Broking: David Watkins

 

Singer Capital Markets (Tel: 020 7496 3000)

Corporate Broking: Charles Leigh-Pemberton

Corporate Advisory: James Moat

 

Further information

 

Information on RGH

RGH was formed by bringing together River & Mercantile Asset Management,
SVM Asset Management and Saracen Fund Managers to create an investment company
better able to serve financial advisers, wealth managers, institutions and
their clients. They specialise in long only equities and offer a range of UK,
European, Indian and Global strategies all focused on delivering long term
investment returns for clients.

 

On 27 February 2026, RGH's AuMA stood at £2,722 million and were broken down
by type and investment team as follows:

 Process                     Total  Institutional Accounts  Investment Trusts  UK Retail Funds  International Funds
                             (£m)   (£m)                    (£m)               (£m)             (£m)
 Compound Global             434    -                       -                  74               360
 European Growth             43     -                       -                  43               -
 Global Value                401    40                      -                  277              84
 Global Income & Growth      180    -                       -                  180              -
 Indian Equities             114    -                       114                -                -
 UK Value                    469    136                     -                  332              -
 UK Small Cap                512    -                       95                 417              -
 UK Equity Income            12     -                       -                  12               -
 Multi-Asset                 558    558                     -                  -                -
 Total                       2,722  735                     209                1,335            443

 

Information on Liontrust

Liontrust is a specialist active asset manager launched in 1995 and listed on
the London Stock Exchange in 1999.  Our seven investment teams each have a
clear approach to investment, each with their own distinctive, robust and
repeatable investment process.  All investment teams are focused on active
management, high conviction (benchmark agnostic), long-term investing
and engagement with investee companies and clients.

 

On 27 February 2026, Liontrust's AuMA stood at £21,710 million and were
broken down by type and investment process as follows:

 Process                 Total   Institutional Accounts  Investment Trusts  UK Retail Funds & MPS      Alternative Funds  International Funds
                         (£m)    (£m)                    (£m)               (£m)                       (£m)               (£m)
 Sustainable Investment  6,837   338                     0                  6,319                      0                  180
 Economic Advantage      2,605   484                     0                  2,092                      0                  29
 Multi-Asset             3,980   0                       0                  3,854                      0                  126
 Global Equities         1,148   0                       0                  1,073                      24                 51
 Global Innovation       888     0                       0                  870                        0                  18
 Cashflow Solution       4,482   1,021                   0                  2,806                      213                442
 Global Fundamental      1,770   203                     1,170              397                        0                  0
 Total                   21,710  2,046                   1,170              17,411                     237                846

 

Forward-looking statements

The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the
Market Abuse (Amendment) (EU Exit) Regulations 2019) ("MAR"). Upon publication
of this announcement, this inside information will be considered to be in the
public domain.

 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purposes of
complying with MAR and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of the
United Kingdom.

 

This announcement is not intended to, and does not constitute, or form part
of, an offer to sell or an invitation to purchase or subscribe for any
securities or a solicitation of any vote or approval in any jurisdiction. This
announcement does not constitute a prospectus or a prospectus equivalent
document

 

This announcement may include statements that are or may be deemed to be
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "envisages", "plans", "projects", "anticipates", "targets",
"aims", "expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or intentions
and include, but are not limited to the ability of the parties to consummate
the proposed acquisition on a timely basis or at all, the ability of the
parties to satisfy the conditions precedent to consummation of the proposed
acquisition, including the ability to secure the required regulatory approvals
on the terms expected, at all or in a timely manner, the ability of Liontrust
to successfully integrate RGH's operations, and the ability of Liontrust to
implement its plans, forecasts and other expectations with respect to RGH's
business after the completion of the proposed acquisition. These
forward-looking statements include all matters that are not historical facts
and involve predictions. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements reflect
Liontrust's and River Global PLC's current views with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Liontrust's or River Global PLC's
results of operations, financial position, liquidity, prospects, growth or
strategies and the industries in which they operate. Forward-looking
statements speak only as of the date they are made and cannot be relied upon
as a guide to future performance. Save as required by law or regulation,
Liontrust and River Global PLC disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements in
this announcement that may occur due to any change in their expectations or to
reflect events or circumstances after the date of this announcement.

 

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform precisely with the total figure given.

 

Except as explicitly stated in this announcement, none of the contents of
Liontrust's or River Global PLC's websites, nor any website accessible by
hyperlinks on Liontrust's or River Global PLC's websites, is incorporated in
or forms part of, this announcement.

 

ENDS

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