REG - River Global PLC River Global - RVRB - Proposed sale of RG’s AM business to Liontrust

River GlobalAnnouncement

16/03/2026 07:00

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RNS Number : 7518W  River Global PLC  16 March 2026

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT IS INSIDE INFORMATION FOR THE
PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IMPLEMENTED IN
THE UNITED KINGDOM.

LEI: 213800LFMHKVNTZ7GV45

16 March 2026

RIVER GLOBAL PLC

("River Global" or the "Company")

Proposed Sale of Asset Management Business to Liontrust Asset Management Plc

 
Introduction

River Global is pleased to announce that it has entered into a conditional
sale and purchase agreement (the "SPA") with Liontrust Asset Management plc
("Liontrust") to sell the entire issued share capital of River Global Holdings
Limited ("RGH"), the holding company of its asset management business (the
"Sale").

The terms of the Sale include an initial consideration of £7.6m in Liontrust
shares (the "Consideration Shares"), followed by an additional consideration
of up to £2.1m in Liontrust shares which is dependent upon the delivery of
certain revenues to the enlarged Liontrust group within twelve months of
completion of the Sale (the "Adjustment Shares"). The Sale will also release
capital currently required by RGH and deliver cash for the benefit of the
Company's A ordinary shareholders (the "Shareholders").

The Sale is conditional, inter alia, upon Shareholders approving the sale in
accordance with the AIM Rules and the FCA approving the change of control
which is to occur in respect of the FCA regulated entities owned by RGH.

The Company intends to effect the distribution of the Consideration Shares to
Shareholders pro rata to their holding of A ordinary shares following
Completion with any Adjustment Shares being distributed at a later date.

The B shares of the Company will be unaffected by the Sale.

highlights

·           Agreement to sell River Global's asset management business
for an initial £7.6m, payable in Liontrust shares, with up to £2.1m of
adjustment, also payable in Liontrust shares.

·           It is intended that the Consideration Shares will be
distributed to Shareholders following completion of the Sale. Any Adjustment
Shares will be distributed at a later date.

·           Liontrust is an active asset management group, with assets
under management of £21.7bn (as at 27 February 2026), a broad range of funds
and strategies and with a complementary culture and outlook to River Global.

·           Following completion of the Sale, River Global's fund
management activities will be integrated into Liontrust's wider offering,
providing additional marketing distribution resources for its funds and all
the benefits of being part of a larger asset management group.

·           The transaction is unanimously recommended by the
board of directors of River Global (the "Board").

·           Martin Gilbert, River Global's Chairman, will join the
Board of Liontrust on completion as a non-executive director.

·           Martin Gilbert and Christopher Mills, River Global
directors, have agreed to vote in favour of the transaction in respect of
their A ordinary shares, representing in aggregate 22.3% of River Global's
issued share capital and have agreed to retain their Liontrust shares for a
minimum of two years following completion of the Sale.

·           Following completion of the Sale, the Board of River Global
will focus on realising remaining benefits for Shareholders and on maximising
the value for the holders of the B shares in respect of the Company's
principal remaining asset, its structured 30% interest in Parmenion, the
high-growth investment platform.

Commenting on the transaction, Martin Gilbert 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."

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."

Christopher Mills, non-executive director of River Global PLC and its largest
shareholder, said:

"I have backed River Global because of its vision in building a distinct
active asset manager through acquiring talented fund managers with diverse
investment capabilities. A great deal of progress has been made by River
Global in developing the business and I am delighted with what has been
achieved despite unprecedented headwinds in the fund management industry as a
whole.

I am very supportive of the acquisition by Liontrust. I have been impressed by
their senior leadership and cultural alignment, and the enlarged business will
be better placed to achieve the vision. I look forward to becoming a
shareholder in the enlarged Liontrust."

Background to the Sale

Since relaunching itself in 2021, River Global (then called AssetCo) has
successfully developed into a focussed asset management group through a series
of acquisitions and organic growth. Further, it has rationalised these
acquisitions into a single, coherent asset management business unit and
reduced overheads very significantly while investment performance has
strengthened particularly in recent times.

The Board believes that the Sale represents a positive outcome for all of
River Global's stakeholders. Shareholders will be able to exchange their A
ordinary shares for Liontrust shares, with the potential for further returns
from future growth in the combined business. River Global colleagues will join
the wider Liontrust team and gain the benefit of considerable additional
resource. River Global's investment strategies will have access to Liontrust's
brand, platform and its substantial marketing and distribution infrastructure
that should enable the combined business to accelerate inflows.

Following completion, the Sale will enable the Board to focus on realising
remaining benefits for Shareholders and maximising the value to the holders of
the B shares of the Company's principal remaining asset, a structured 30%
economic interest in Parmenion, the successful and high growth investment
platform.

Terms of the Sale

Under the terms of the transaction, Liontrust will issue 2,970,232
Consideration Shares at 255.9p each. Shareholders will, subject to approval of
certain resolutions at the General Meeting (as defined below), receive the
Liontrust shares on a pro rata basis in relation to their holding of A
ordinary shares. Further details will be provided in the circular to be sent
to Shareholders shortly.

The Sale is conditional, inter alia, upon Shareholders approving the sale in
accordance with the AIM Rules and the FCA approving the change of control
which is to occur in respect of the FCA regulated entities owned by RGH. The
Sale is not conditional on the passing of the resolutions to facilitate the
distribution of the Consideration Shares to Shareholders.

The additional consideration of up to £2.1m in Liontrust Adjustment Shares
(to be issued at a price of 255.9p each) is dependent upon the delivery of
certain revenues to the enlarged Liontrust group within twelve months of
completion of the Sale.

The Board is unanimously recommending that Shareholders approve the Sale at
the General Meeting. Martin Gilbert and Christopher Mills, River Global
directors, have agreed to vote in favour of the transaction in respect of
their A ordinary shares, representing in aggregate 22.3% of River Global's
issued share capital and have agreed to retain their Liontrust shares for a
minimum of two years following completion of the Sale.

Subject to obtaining the necessary shareholder and regulatory approvals, the
Sale is expected to complete by no later than 31 August 2026.

AIM RULE 15

In accordance with AIM Rule 15, the Sale constitutes a fundamental change of
business of the Company. On completion of the Sale, the Company will cease to
own, control or conduct all or substantially all, of its existing trading
business, activities or assets.

Therefore, following completion of the Sale, the Company will become an AIM
Rule 15 cash shell and as such will technically be required to make an
acquisition or acquisitions which constitutes a reverse takeover under AIM
Rule 14 on or before the date falling six months from completion or be
re-admitted to trading on AIM as an investing company under the AIM Rules
(which requires the raising of at least £6m) failing which, the Company's
shares would then be suspended from trading on AIM pursuant to AIM Rule 40.
Admission to trading on AIM would be cancelled six months from the date of
suspension should the suspension not have been lifted.

At this stage, the Board has not concluded whether it intends to undertake a
reverse takeover, be re-admitted to AIM or cancel its admission to trading on
AIM in accordance with the AIM Rules.

Following completion of the Sale, the Company will have no operating cash flow
and will be dependent on cash made available under the terms of the SPA for
its working capital requirements.

GENERAL MEETING

The Sale is conditional, inter alia, upon Shareholders approving the sale in
accordance with the AIM Rules. The distribution of the Consideration Shares to
Shareholders will also be subject, inter alia, to the passing of certain
resolutions by Shareholders.

Accordingly, the Company will shortly publish and send a circular to
Shareholders to convene a general meeting (the "General Meeting") to pass the
requisite resolutions. The circular will also be available, following its
publication, on the Company's website: www.river.global

For further information, please contact:

River Global
Gary Marshall, CFOO
Martin Gilbert, Chairman
Tel: +44 (0) 7788 338157

H/Advisors Maitland
Neil Bennett
Rachel Cohen
Tel: +44 (0) 20 7379 5151

Panmure Liberum Limited
Nominated Adviser and Broker
Atholl Tweedie
Tel: +44 (0) 20 7886 2500

 

Important Information

This announcement contains information that is inside information for the
purposes of the Market Abuse Regulation (EU) No 596/2014 as implemented in the
UK. The person responsible for arranging for the release of this announcement
on behalf of the Company is Gary Marshall.

Further information

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

 

Information on River Global Holdings

River Global Holdings was formed by bringing together and integrating River
& Mercantile Asset Management, SVM Asset Management, Ocean Dial Asset
Management, Revera Asset Management and Saracen Fund Managers to create an
investment company better able to serve financial advisers, wealth managers,
institutions and their clients. It has a range of active strategies including
recovery, value, growth and smaller companies strategies and offers a range of
UK, European, Indian and Global geographical strategies, all focused on long
term investment returns for clients.

As reported today, in the year ended 30 September 2025, RGH's management and
advisory fee revenues were £11.5 million. However, the run rate revenues for
RGH, adjusted for known losses and excluding Devon, as at 27 February 2026 are
£10.5 million(1,2).  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.

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

(2) Excludes management fee revenues for Devon Equity Management Limited.

On 27 February 2026, RGH's AuMA(3) stood at £2,722 million and were broken
down by type and investment team as follows:

 Fund name/category                    Total  Institutional Accounts  Investment Trusts  UK Retail Funds  International Funds
                                       (£m)   (£m)                    (£m)               (£m)             (£m)
 Compound Global                       434    -                       -                  74               360
 European                              43     -                       -                  43               -
 Global Recovery                       320    40                      -                  197              84
 Global Income & Growth                180    -                       -                  180              -
 India Capital Growth                  115    -                       115                -                -
 UK Opportunities                      469    137                     -                  332              -
 UK Recovery                           78                                                78
 UK Smaller Companies & Micro Cap      512    125                     95                 292              -
 UK Equity Income                      12     -                       -                  12               -
 Blevins Franks Funds                  558    -                       -                  -                558
 Total                                 2,722  302                     210                1,208            1,002

( )

(3) Excluding Devon Equity Management Ltd.

Forward-looking statements

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.

 

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