REG - River Global PLC River Global - RVRB - Publication of circular and notice of general mtg

River GlobalAnnouncement

27/03/2026 07:00

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RNS Number : 3468Y  River Global PLC  27 March 2026

27 March 2026

 

LEI: 213800LFMHKVNTZ7GV45

 

River Global PLC ("River Global" or the "Company")

 

Publication of circular and notice of general meeting

 

Further to the announcement of 16 March 2026, the Company announces that it
has today published a circular (the "Circular") to convene a general meeting
to seek shareholder approval to the proposed acquisition of its subsidiary,
River Global Holdings Limited ("RGH"), by Liontrust Asset Management PLC
("Liontrust") (the "Disposal").

 

The Circular contains notice of a general meeting to be held at 10:00 a.m. on
14 April 2026 at the Company's registered office, 30 Coleman Street, London
EC2R 5AL.

 

A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Circular and
the notice of the General Meeting will also be available on the Company's
website at www.riverglobalplc.com (http://www.riverglobalplc.com) .

 

Unless otherwise defined, all definitions used in this announcement will have
the same meaning as described in the Circular.

 

Background

 

On 16 March 2026 the Company announced that it has conditionally agreed to
sell the entire issued share capital of its wholly owned subsidiary, RGH, to
Liontrust for an initial consideration of £7.6 million (the "Consideration
Shares") and a deferred consideration of up to £2.1 million to be satisfied,
in each such case, by the issue of Liontrust Ordinary Shares (the "Adjustment
Shares") credited as fully paid at an issue price of 255.87 pence per
Liontrust Ordinary Share. The Adjustment Shares are contingent on the delivery
of certain revenues to the Liontrust group as enlarged by its acquisition of
RGH within twelve months of Completion. The Disposal is expected to complete
no later than 31 August 2026.

 

RGH is the holding company for the Group's asset management business. In
accordance with AIM Rule 15, the Disposal constitutes a fundamental change of
business of the Company and is therefore conditional upon the approval of
Shareholders. The Disposal is also conditional, amongst other conditions, on
FCA approval of the Change of Control and the approval by the FCA of certain
Liontrust individuals to perform certain senior management functions.

 

It is the intention of the Board that, following Completion, the Consideration
Shares will be distributed to Shareholders. The Board is currently considering
with its advisers how this might best be achieved but, given that the Company
does not have available the necessary distributable reserves, it is likely to
involve some form of capital reconstruction.

 

The Board is also considering when awards granted under the Share Option
Scheme should vest and entitle holders of awards to receive a proportion of
the Consideration Shares. The vesting of the awards will require the issue of
an additional 12.9 million A Ordinary Shares and the transfer out of treasury
of 5.3 million A Ordinary Shares together representing 11.4 per cent. of the A
Ordinary Shares in issue (net of A Ordinary Shares held in treasury).

 

The Board will make a further announcement in respect of these matters in due
course.

 

Following Completion, the Company will no longer have any active business or
trading activities. However, the Company will be maintained for the time being
for the purpose of receiving and crystalising future benefits from the
Disposal and any other benefits due and the A Ordinary Shares and the B Shares
will continue to be traded on AIM. The B Shares will continue to be entitled
to the benefit of the Company's investment in Parmenion whilst the holders of
A Ordinary Shares will, subject to the implementation of any required capital
reconstruction and requisite Shareholder approval, receive the Initial
Consideration Shares and any Contingent Consideration Shares. The holders of
the A Ordinary Shares will also be entitled to receive, from the proceeds of
the sale of Parmenion, a cash contribution from the holders of the B Shares to
reflect the costs and expenses of maintaining the Company (including its
admission to trading on AIM) that have to date been, and will on an ongoing
basis following Completion be, borne solely by the holders of A Ordinary
Shares. As at 28 February 2026 this balance amounts to £732,000.

 

For further information, please contact:

 

 River Global PLC

 Gary Marshall, CFOO

 Martin Gilbert, Chairman

 Tel: +44 (0) 7788 338157

 Panmure Liberum Limited

 Nominated Advisor and Broker

 Atholl Tweedie

 Tel: +44 (0) 20 7886 2500]

 H/Advisors Maitland

 Neil Bennett

 Rachel Cohen

 Tel: +44 (0) 20 7379 5151

 

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