REG - River Global PLC River Global - RVRB - Acquisition of Devon Equity Management Limited

River GlobalAnnouncement

02/10/2025 10:15

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RNS Number : 8251B  River Global PLC  02 October 2025

RNS ANNOUNCEMENT

 

2 October 2025

 

 

LEI: 213800LFMHKVNTZ7GV45

RIVER GLOBAL PLC

("River Global" or the "Company")

Acquisition of Devon Equity Management Limited ("Devon Equity Management" or
"Devon"), Appointment of Directors and Total Voting Rights

On 30 June, River Global, the agile asset and wealth management company,
announced that it had entered into heads of terms to acquire Devon Equity
Management (the "Acquisition") from members of its senior management team (the
"Sellers").  It was noted that the Acquisition was conditional on, inter
alia, satisfactory due diligence, all necessary regulatory clearances and
approvals being obtained and entering into of definitive legal agreements (the
"Conditions").

River Global is pleased to announce that subject only to Admission (as defined
below) occurring, all other Conditions have been satisfied, and completion of
the Acquisition is expected to take place on Monday 6 October 2025.

Under the terms of the Acquisition the Sellers will receive up to £2.46
million in total to be satisfied by the issue to the Sellers, at an issue
price of 6p per A ordinary share of 0.5p each in the Company ("A Ordinary
Shares") of 16,670,000 A Ordinary Shares (the "Initial Consideration Shares")
and up to a further 24,330,000 A Ordinary Shares (the "Deferred Consideration
Shares") on 10 June 2026 dependent upon revenue generated from the acquired
business up to that date.  In addition, the Sellers will be entitled to
receive an amount payable in cash of up to £1.5 million (in aggregate) to the
extent that Devon (upon becoming an integrated part of the enlarged River
Global group) is no longer required to maintain regulatory capital. Any such
payment is to be made on or before the first anniversary of completion of the
Acquisition.

Application has been made to the London Stock Exchange for the Initial
Consideration Shares, which will rank pari passu in all respects with the
Company's existing A Ordinary Shares, to be admitted to trading on AIM
("Admission"). Admission is expected to become effective at 8.00am on 6
October 2025. Upon Admission, completion of the Acquisition will take place.

About Devon Equity Management

Devon Equity Management is an independent fund management company founded in
November 2019 by Alexander Darwall, Luca Emo Capodilista and Richard Pavry,
formerly colleagues at Jupiter Asset Management.  Devon invests in European
equities on behalf of its clients, European Opportunities Trust PLC (a FTSE
250 investment trust, "EOT) and an institutional client.  Current assets
under management amount to c.£841m (as at 26 September 2025).  The portfolio
management team's investment style is equity long-only with a concentrated,
high conviction portfolio consisting of between 25 and 35 positions.
Alexander Darwall, the Chief Investment Officer of Devon, has managed European
equities since 1996 and EOT since its launch in November 2000.  The
annualised NAV total return for EOT from launch to 31 May 2025 was 10.5 per
cent. per annum (source: Devon, dividends reinvested), which compares with 6.2
per cent. per annum total return for EOT's benchmark, the MSCI Europe Index.
Alexander previously saw considerable success in leading the growth in
Jupiter's European equities funds business to over £12 billion prior to his
move to Devon (source: Devon).

In its financial year ended 31 December 2024 Devon generated an operating
profit of £2.1 million from gross revenues of £8.6 million and net assets of
£3.0m.  Despite a reduction in assets under management due in part to a
tender offer implemented in June 2025 by EOT, Devon is projected to be
profitable in its current financial year. After adjusting for the exceptional
costs of the Acquisition, the acquired business is expected to be earnings
enhancing for River Global after the first full financial year.  It is
intended that Devon will be integrated with River Global's existing business
and operations during the course of the first year and that synergies from
that process will deliver meaningful cost savings for the enlarged River
Global group.

Board Appointments and other arrangements

As part of the arrangements agreed in connection with the Acquisition, River
Global is pleased to announce that Simon Troughton (the Chairman of Devon) has
been appointed to the board of River Global as a non-executive director and
Richard Pavry (the Chief Executive Officer of Devon) has been appointed to the
board of River Global as Executive Director, each appointment to take effect
from Admission.

Richard Pavry has entered into a service agreement with Devon.  Under the
terms of the agreement, Mr Pavry will be paid a gross salary of £200,000 per
annum.  The employment of Mr Pavry will continue until terminated by either
party giving the other twelve months' written notice to expire on or after 6
October 2026 and three months' written notice thereafter.

In addition, Devon may terminate Mr Pavry's employment without notice in
certain circumstances.  The agreement contains non-competition,
non-solicitation, non-poaching and non-interference provisions effective for a
period of six months from the date of termination of Mr Pavry's employment.

Simon Troughton has entered into a letter of appointment with the Company. Mr
Troughton will be paid gross fees of £40,000 per annum. The appointment is
for an initial period of one year but is capable of earlier termination in
certain circumstances,

River Global is also pleased to announce that Alexander Darwall (Chief
Investment Officer of Devon) will on Admission be appointed as Co-Head of
European Equities for the Enlarged Group alongside Charlie Southern (Senior
Fund Manager at Devon).

Luca Emo Capodilista, a founder of Devon alongside Alexander Darwall and
Richard Pavry will also continue in a senior role within the enlarged River
Global group.

Further information regarding the appointments of Simon Troughton and Richard
Pavry in accordance with paragraph (g) of Schedule Two of the AIM Rules for
Companies (the "AIM Rules") is set out in the Appendix to this announcement.

Martin Gilbert, Chairman of River Global, commented:

"We are delighted to announce the acquisition of Devon Equity Management which
sees Alexander Darwall and his team join the River Global Group. Alexander is
an outstanding conviction asset manager with an enviable reputation in the
industry, and this transaction brings River Global a strong European Equities
franchise at a time when this asset class is of real interest. It is a
particular pleasure to welcome European Opportunities Trust as another fund
client of the group. I am also delighted to welcome Simon Troughton and
Richard Pavry to the Board of River Global PLC."

Total Voting Rights

Following Admission, the Company's total issued share capital will consent of
165,962,970 A Ordinary Shares of 0.5p each with voting rights attached and
149,292,970 B Ordinary Shares of 0.5p each which do not have voting rights
attached.  The Company currently holds 5,352,350 A Ordinary Shares and
5,352,350 B Shares in treasury. In respect of the A Ordinary Shares, the
figure of 160,610,620 may be used by Shareholders in the Company as the
denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules. The
comparable figure for the B shares remains 143,940,620.

Sellers' Shareholdings

Following the issue of the Initial Consideration Shares, the Sellers will be
interested in a total of 16,670,000 A Ordinary Shares, representing
approximately 10.4% of the total voting rights of the issued A Ordinary Shares
following Admission, as set out below:

 Seller                Initial Consideration Shares  Number of A Ordinary Shares on Admission  % of total voting rights of the issued A Ordinary Shares on Admission
 Richard Pavry         1,667,000                     1,667,000                                 1.0
 Luca Emo Capodilista  1,667,000                     1,667,000                                 1.0
 Alexander Darwall     13,336,000                    13,336,000((1))                           8.3((1))
 Total                   16,670,000                  16,670,000                                10.4

((1)) Note: Alexander Darwall has nominated his children, Zara Darwall, Rufus
Darwall and Cecilia Darwall as recipients of the 13,336,000 Initial
Consideration Shares to be issued to Alexander Darwall under the terms of the
Acquisition. As such, following Admission, each of Zara Darwall, Rufus Darwall
and Cecilia Darwall will be interested in 4,445,334 A Ordinary Shares,
representing approximately 2.8% of the total voting rights of the issued A
Ordinary Shares.

The Sellers are not interested in any B Shares in the Company.

Significant Shareholders

The Company is aware that, following Admission, certain of the Company's
significant shareholders' interests in A Ordinary Shares will change as
follows:

 Shareholder                                            PDMR/PCA                        Number of A Ordinary Shares on Admission  % of total voting rights of the issued A Ordinary Shares on Admission
 North Atlantic Smaller Companies Investment Trust PLC  PCA to Christopher Mills, PDMR  20,000,000                                12.5
 Harwood Capital LLP                                    PCA to Christopher Mills, PDMR  114,500                                   0.1
 Oryx International Growth Fund Limited                 PCA to Christopher Mills, PDMR  6,000,000                                 3.7
 Eveswise Pension Trustees                              PCA to Christopher Mills, PDMR  850,000                                   0.5
 Martin Gilbert                                         PDMR                            8,892,500                                 5.5

 

For further information please contact:

River Global PLC

Gary Marshall, CFOO

Martin Gilbert, Chairman

Tel: +44(0) 778 338157

Panmure Liberum Limited

Nominated adviser and broker

Atholl Tweedie/Stephen Jones

Tel +44(0) 20 3100 2000

H/Advisors

Neil Bennett

Rachel Cohen

Tel: +44(0) 20 7379 5151

For further information, visit the website, www.riverglobalplc.com
(http://www.riverglobalplc.com)

 

Appendix 1 - Regulatory disclosures (in accordance with Rule 17 and schedule
two paragraph (g) of the AIM Rules).

Save for the information set out in this announcement, there are no further
disclosures to be made in accordance with Rule 17 and Schedule Two paragraph
(g) of the AIM Rules in respect of the appointments of Simon Troughton and
Richard Pavry.

Full name:        Simon Richard Vivian Troughton

Age:                 71

Current Directorships/Partnerships:

Devon Equity Management Limited

Past Directorships/Partnerships (within 5 years):

Tweedhill Limited

Leadenhall No 512 LLP

Redburn (Europe) Limited

 

Full name:        Richard Nicholas George Pavry

Age:                 53

Current Directorships/Partnerships:

Arcus Fund SICAV (Luxembourg)

Devon Equity Funds SICAV (Luxembourg)

Devon Equity Management Limited

14 Philbeach Gardens Residents Company Limited

Four Wetherby Place Management Limited

Past Directorships/Partnerships (within 5 years):

Alantis Japan Growth Fund Limited (Guernsey)

Shareholding disclosure: On Admission, Richard Pavry will hold 1,667,000 A
Ordinary Shares and no interests in B Shares.

 

Appendix 2 - Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely associated with
them

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Richard Nicholas George Pavry
 2    Reason for the notification
 a)   Position/status                                              PDMR
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         River Global PLC
 b)   LEI                                                          213800LFMHKVNTZ7GV45
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  A ordinary shares of £0.005 each ("A Ordinary Shares")

      Identification code                                          A ordinary shares GB00BTDR2R10

 b)   Nature of the transaction                                    Receipt of new A Ordinary Shares in lieu of acquisition consideration
 c)   Price(s) and volume(s)
                                                                                       Price(s)            Volume(s)
                                                                                       £0.06               1,667,000 (A Ordinary Shares)

 d)   Aggregated information

      - Aggregated volume                                          N/A - single transaction

      - Price

 e)   Date of the transaction                                      6 October 2025
 f)   Place of the transaction                                     London Stock Exchange

 

 

 

 

 

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