REG - RiverFort Global Opp - RTO, Admission Document, GM Notice & Restoration
08/05/2025 18:45
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RNS Number : 9713H RiverFort Global Opportunities PLC 08 May 2025
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8 May 2025
RiverFort Global Opportunities plc
("RGO" or the "Company")
Execution of Sale and Purchase Agreement for the Proposed Acquisition of the
Business from S-Ventures constituting a reverse takeover under the AIM Rules
for Companies
Proposed Placing to raise up to £1 million at the Issue Price of 0.75 pence
Publication of Admission Document
Publication of Circular
Proposed Rule 9 Waiver
Notice of General Meeting
Proposed Change of Name
Restoration of Trading
RiverFort Global Opportunities plc (AIM: RGO) is pleased to announce that,
further to the announcement of 22 March 2024, it has now entered into a sale
and purchase agreement to acquire certain subsidiaries (the "Target Entities")
and transfer certain liabilities (together, the "Business") of Aquis listed
S-Ventures plc ("S-Ventures" or "SVEN") (the "Proposed Acquisition").
The Proposed Acquisition constitutes a reverse takeover under the AIM Rules
for Companies (the "AIM Rules") as, inter alia, the Proposed Acquisition will
fundamentally change the Company from an Investing Company (for the purposes
of the AIM Rules) into an operating business and therefore, in accordance with
Rule 14 of the AIM Rules, application will be made for the enlarged share
capital to be readmitted to AIM.
In connection with the Proposed Acquisition the Company will be issuing
Consideration Shares, Loan Conversion Shares and Fee Shares. In addition, the
Company has appointed Fortified Securities, which has conditionally agreed to
use its reasonable endeavours as agent of the Company to procure subscribers
for up to £1.0 million (the "Proposed Placing"). As at the date of this
announcement, firm commitments had been received for £0.5 million and the
final Proposed Placing results will be announced prior to the anticipated
Admission. The Proposed Placing is not underwritten.
The Proposed Acquisition, the Proposed Placing and the issue of New Ordinary
Shares (together, the "Proposed Transaction") are conditional on, inter alia,
approval by the Shareholders, and the publication of an AIM admission document
and a circular.
The AIM admission document ("Admission Document") and the circular convening a
General Meeting in order to seek approval by the shareholders of the Company
for the Proposed Acquisition, Rule 9 Waivers under the Takeover Code and share
authorities to issue New Ordinary Shares (the "Circular") have been published
today and are being posted to Shareholders. The Admission Document and the
Circular will shortly be available on the Company's website at
https://riverfortglobalopportunities.com/
(https://riverfortglobalopportunities.com/) .
Upon completion of the Proposed Transaction, the Company will trade under the
new name of "Tooru plc" and its new TIDM will be "TOO".
Beaumont Cornish Limited ("Beaumont Cornish") is the Nominated Adviser to the
Company.
Highlights
· Sale and Purchase Agreement signed for the Proposed Acquisition of
the Business of SVEN including:
o We Love Purely Limited ("WLP")
WLP is a UK-based company that specialises in plant-based snack products,
primarily focused on plantain chips under the brand name "Purely".
WLP targets health-conscious consumers by offering snacks that are
gluten-free, vegan-friendly and made without artificial preservative, added
sugar or palm oil.
WLP's products are positioned as an alternative to traditional snack foods.
WLP emphasises the use of simple, sustainably sourced ingredients and aims to
meet the growing demand for plant-based and allergen-friendly snacks.
WLP's products are distributed through various retail and online channels
across the UK and Europe, including major supermarkets, health stores and
e-commerce platforms.
o Pulsin Ltd ("Pulsin")
Pulsin specialises in plant-based nutrition technology, manufacturing and
sales, with a focus on protein bars, nutritional snacks and keto bars under
the brand name "Pulsin".
Pulsin formulates and produces plant-based products under its own brands as
well as for third parties from its facilities in Gloucester.
Pulsin's range of snack bars, protein powders, keto products and shakes are
gluten-free and suitable for vegetarians, with the majority being plant-based.
Pulsin does not use artificial ingredients, preservatives or palm oil.
o Juvela Limited ("Juvela")
Juvela has been a provider of gluten-free foods for people diagnosed with
coeliac disease for over 25 years under the brand name "Juvela".
Juvela manufactures and distributes branded gluten-free products, including
breads, mixes, and pastas, through UK retailers and online stores.
Juvela primarily generates revenue from its gluten-free products, selling to
UK retailers and providing prescription services for eligible individuals. The
NHS funds prescription for those diagnosed with coeliac disease, allowing them
to receive regular packages of bread and flour mixes.
Juvela has a dedicated gluten-free bakery with master bakers based in South
Wales and an office in Liverpool.
o Market Rocket Limited ("Market Rocket")
Market Rocket is a trusted digital partner agency for globally recognised
Fortune 500 and market- disrupting brands alike. Customers include JCB, Calvin
Klein and Tommy Hilfiger. Market Rocket is a member of Amazon's trusted
Service Provider Network and is certified as an accredited partner with Meta
and Google. The 20+ strong team is built around the four pillars, generally
accepted by the industry, required to sell online and return a profit: Account
Management, Paid Advertising, Graphic Design and Search Engine
Optimisation/Copywriting.
· On completion of the Proposed Transaction, the Company will become a
health and wellness operating company traded on AIM.
· In connection with the Proposed Acquisition the Company will be
issuing:
o 466,666,666 Consideration Shares each at the Issue Price of 0.75 pence;
o 356,335,200 Loan Conversion Shares each at the Issue Price of 0.75 pence;
and
o 3,274,213 Fee Shares each at the Issue Price of 0.75 pence.
· Proposed Placing of up to 133,333,333 Placing Shares at the Issue
Price of 0.75 pence rising up to £1 million for the Enlarged Group:
o as at the date of this announcement firm commitments in respect of
66,666,666 Placing Shares raising £0.5 million have been received; and
o the final Proposed Placing results will be announced prior to the
anticipated Admission.
· Publication of the Admission Document and Circular setting out the
reasons for and further details of the Proposed Transaction.
Philip Haydn-Slater, Chairman of RGO, said:
"It has been a challenging few years for investing companies on AIM. We have
listened to the shareholders of RGO and embarked on this transaction with a
view to increasing shareholder value. The Board is confident that the Proposed
Acquisition both provides good immediate value for the shareholders of RGO, as
well as creating an enlarged group with the potential to create significant
future value. We would like to thank the shareholders of RGO for their
patience during this process."
Scott Livingston, CEO of SVEN, said:
"The team at SVEN have been able to build a great portfolio of wellness brands
with distribution through highly credible retailers and other channels
(including Ocado and Holland & Barrett) alongside an innovative technology
company to complement this portfolio and generate third-party revenue in its
own right. We firmly believe that the portfolio has significant potential for
growth which will be enhanced and accelerated by the combination with RGO.
RGO has both the capital to deploy into the Enlarged Group as well as a highly
credible shareholder base of leading institutions within the small-cap London
listed market.
RGO is to be re-branded as Tooru following conclusion of the Proposed
Transaction. We believe that the quotation of the Enlarged Group on AIM will
provide us with enhanced access to capital to fully execute our vision and
drive profitability of the Enlarged Group.
The SVEN portfolio comprises strong brands delivering healthy group operating
cashflow that have been constrained by an over-levered balance sheet. This
transaction significantly reduces that leverage and frees the potential of the
portfolio under the Tooru banner to achieve real long-term value for
shareholders. The management team will hold circa 10% of the issued share
capital of the Enlarged Group following completion of the Proposed Transaction
and, as such, we are confident that we are fully aligned with the shareholders
of the Enlarged Group."
Notice of General Meeting
The General Meeting will be held at 11.00 a.m. (London time) on 27 May 2025 at
the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 107 Cheapside,
London EC2V 6DN, United Kingdom.
Shareholder approval and Takeover Code
RGO has published an Admission Document and Circular in order to seek
shareholder approval for the Proposed Acquisition and associated resolutions.
The purpose of the Circular is to explain the background to the proposals
contained therein with an explanation of the Rule 9 Waivers, to give
shareholders the information required under the Takeover Code, and to
recommend that shareholders vote in favour of each of the resolutions which
are being proposed at the General Meeting.
The Concert Party
The Concert Party has five members and is made up of:
· S-Ventures, which will be issued with the 466,666,666
Consideration Shares, equivalent to 26.74% of the Enlarged Share Capital based
on the full £1.0 million Placing and 27.81% based on the Committed Placing of
£0.5 million; and
· Scott Livingston and the following of his close
relatives; his wife Filomena Livingston; his sister Louisa Bohan; and his
father Iain Livingston, together comprising the Livingston Extended Family
Members, who all hold shares in S-Ventures, their aggregate holding being
50,904,772 shares (or 38.5% of the issued share capital of S-Ventures).
Accordingly for the purposes of the Takeover Code, the Livingston Extended
Family Members are considered to control S-Ventures for the purposes of the
Takeover Code. Scott Livingston is the founder of S-Ventures, who will remain
a director and substantial shareholder of S-Ventures following the Acquisition
and is a Proposed Director. As a result of the Loan Conversion, Scott
Livingston will receive 123,093,600 Loan Conversion Shares, equivalent to
7.05% of the Enlarged Share Capital based on the full £1.0 million Placing
and 7.33% based on the Committed Placing of £0.5 million. Scott Livingston
will receive an option award to acquire up to 149,856,544 New Ordinary Shares.
Since the aggregate holding of the Concert Party upon the conclusion of the
Placing, the Acquisition and Admission would represent, based on the full
£1.0 million Placing, 33.80% of the Enlarged Share Capital (or 39.03% if
Scott Livingston exercised all of his options and no other options or warrants
were exercised) or based on the Committed Placing of £0.5 million 35.14% of
the Enlarged Issued Share Capital (or 40.46% if Scott Livingston exercised all
of his options and no other options or warrants were exercised), the
Acquisition and the Loan Conversion would be subject to the obligations under
Rule 9 that would require the Concert Party to make a general offer to
Shareholders to acquire their shares in the Company. However, the Panel has
given approval for waivers of Rule 9 that would otherwise: (i) require the
Concert Party to make such an offer, subject to the approval of Independent
Shareholders by the passing of Resolution 2 set out in the Notice on a poll;
and (ii) require the Scott Livingston to make such an offer if he were to
exercise any of his options, subject to the approval of Independent
Shareholders by the passing of Resolution 3 set out in the Notice on a poll.
Rule 9 Waivers
The Company has applied to the Panel for two separate waivers of Rule 9 in
order to: (i) permit the Acquisition, the allotment and issue of the
Consideration Shares and the Loan Conversion Shares to the Concert Party
members; and (ii) any exercise by Scott Livingston of the options to be
granted to him, without triggering an obligation on the part of the Concert
Party to make a general offer to Shareholders to acquire their Ordinary
Shares. The Rule 9 Waivers are not conditional upon each other.
The Panel has agreed, subject to the Waiver Resolutions being passed on a poll
of the Independent Shareholders at the General Meeting, to waive the
requirement which might otherwise arise: (i) for the members of the Concert
Party (individually or collectively) to make a general offer under Rule 9 for
the remaining shares in the Company as a result of the allotment and issue of
the Consideration Shares and the Loan Conversion Shares (Resolution 2); or
(ii) for Scott Livingston to make a general offer under Rule 9 for the
remaining shares in the Company as a result of any exercise of the options to
be granted to him (Resolution 3). To be passed, Resolutions 2 and 3 will
require a simple majority of the votes cast on a poll by the Independent
Shareholders.
Accordingly, Shareholders should also be aware that, following completion of
the Acquisition, the Concert Party will, between them, be interested in shares
carrying 30% or more of the Company's voting share capital but will not hold
shares carrying more than 50% of such voting rights. Therefore, for so long as
members of the Concert Party continue to be treated as acting in concert and
assuming no other allotments of Ordinary Shares to dilute the Concert Party
below 30%, any further increase in the percentage of the shares carrying
voting rights in which the Concert Party is interested would prima facie have
the effect of triggering Rule 9 of the Takeover Code and result in Concert
Party being under an obligation to make a general offer to all Shareholders.
In the event that the Resolutions are approved at the General Meeting, the
Concert Party will not be restricted from making an offer for the Company
unless the Concert Party either makes a statement that it does not intend to
make an offer or enters into an agreement with the Company not to make an
offer. No such statement has been made or agreement entered into as at the
date of this Circular.
Directors' voting intentions
Waiver Resolutions
Nicholas Lee and Philip Haydn-Slater are not deemed to be independent in
relation to the Waiver Resolutions as a consequence of the proposed grant of
the options to them pursuant to the Tooru plc 2025 Enterprise Management
Incentive Scheme and therefore will not be able to join in any recommendation
or vote on the Waiver Resolutions.
Other Resolutions
The Existing Directors who hold Ordinary Shares in the Company being Philip
Haydn-Slater, Nicholas Lee and Andrew Nesbitt, intend to vote in favour of
Resolutions 1, 4 and 5 in respect of their own respective beneficial
shareholdings in the Company, amounting to 25,601,200 Ordinary Shares (in
aggregate), which represents approximately 3.30% of the voting rights of the
Company.
Independent Advice to the Independent Directors
The Takeover Code requires the Independent Directors to obtain competent
independent advice regarding the merits of transactions which are the subject
of the Rule 9 Waiver Resolutions, the controlling position they will create,
and the effect which they will have on the Shareholders generally.
Accordingly, Beaumont Cornish, as the Company's independent financial adviser,
has provided formal advice to the Independent Directors regarding the issue of
the Consideration Shares and the Loan Conversion Shares to certain members of
the Concert Party, the exercise of any of the options to be granted to Scott
Livingston and the Rule 9 Waiver Resolutions. Beaumont Cornish confirms that
it, and any person who is or is presumed to be acting in concert with it, is
independent of any member of the Concert Party, save in respect of its
engagement letter with the Company to act as the Company's Rule 3 Adviser in
relation to the Rule 9 Waivers, and has no personal, financial or commercial
relationship or arrangements or understandings with any member of the Concert
Party.
Recommendation
The Independent Directors, having been so advised by Beaumont Cornish,
consider the Proposals, including the Rule 9 Waivers, to be fair and
reasonable and in the best interests of the Shareholders and the Company as a
whole. In providing advice to the Independent Directors, Beaumont Cornish has
taken account of the Directors' commercial assessments. Accordingly, the
Independent Directors unanimously recommend that Shareholders vote in favour
of the Resolutions (including the Waiver Resolutions).
Andrew Nesbitt, the Independent Director, intends to vote his beneficial
shareholding in the Company in the Company of 1,000,000 Ordinary Shares which
represents approximately 0.13% of the voting rights of the Company, in favour
of the Resolutions (including the Waiver Resolutions).
Restoration of trading
As referred to above, the Proposed Acquisition constitutes a reverse takeover
under the AIM Rules as, inter alia, the Proposed Acquisition will
fundamentally change the Company from an Investing Company into an operating
business. As announced on 22 March 2024, in accordance with Rule 14 of the AIM
Rules, trading in the Company's ordinary shares of nominal value 0.01 pence
each ("Ordinary Shares") were suspended on AIM from 7.30 a.m. (London time) on
that morning until the publication of the Admission Document or an
announcement that the Proposed Acquisition was not proceeding.
Further to the publication of the Admission Document today, the Company have
now requested a lifting of suspension in the Ordinary Shares in the Company on
AIM, and trading will be restored at 07.30 (London time) on Friday 9 May 2025.
Further information on the Proposed Transaction, as extracted directly from
the Admission Document, is contained in Appendix One to this announcement.
Appendices Two and Three set out respectively the expected Timetable of
Principal Events and the Key Statistics and Dealing Codes.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Admission Document and/or the
Circular. Shareholders are strongly encouraged to read the Admission Document
and the Circular in full as part of their voting consideration at the General
Meeting.
For the purposes of UK MAR, the person responsible for arranging release of
this Announcement on behalf of the Company is Nicholas Lee, Investment
Director.
Enquiries:
Riverfort Global Opportunities plc
Philip Haydn-Slater, Chairman Tel: +44 (0) 20 3368 8978
Nicholas Lee, Director
Nominated Adviser
Beaumont Cornish Limited Tel: +44 (0) 20 7628 3396
Roland Cornish
Asia Szusciak
Felicity Geidt
Broker Tel: +44 (0) 20 7186 9950
Fortified Securities
Guy Wheatley/Mark Wheeler
Beaumont Cornish, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for the Company as Nomad in connection with the
Admission and is not acting for any other person (including a recipient of
this document) or otherwise be responsible to any person for providing the
protections afforded to clients of Beaumont Cornish or for advising any other
person in respect of the Admission or any transaction, matter or arrangement
referred to in this document. The responsibility of Beaumont Cornish, as the
Nomad, under the AIM Rules for Nominated Advisers is owed solely to the London
Stock Exchange and is not owed to the Company or the Directors or any other
person.
Fortified Securities, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company as its Broker in connection
with the Proposed Placing and Admission and is not acting for any other person
(including a recipient of this document) or otherwise be responsible to any
person for providing the protections afforded to clients of Fortified
Securities or for advising any other person in respect of the Proposed Placing
and Admission or any transaction, matter or arrangement referred to in this
document.
No representation or warranty, express or implied, is made by Beaumont
Cornish, Fortified Securities or any of their respective Representatives as to
the contents of this document (without limiting the statutory rights of any
person to whom this document is issued). No liability whatsoever is accepted
by Beaumont Cornish, Fortified Securities or any of respective Representatives
for the accuracy of any information or opinions contained in this document or
for the omission of any material information for which it is not responsible.
The information contained in this document is not intended to inform or be
relied upon by any subsequent purchasers of Ordinary Shares (whether on or off
exchange) and accordingly, to the extent permitted by law, no duty of care is
accepted by the Company, Beaumont Cornish or Fortified Securities in relation
to any of them.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements relate to,
inter alia, analyses and other information that are based on forecasts of
future results, estimates of amounts not yet determinable and the Enlarged
Group's future prospects, developments and business strategies.
These forward-looking statements can be identified by their use of terms and
phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" or the negative of those
variations, or comparable expressions, including references to assumptions.
These forward-looking statements are primarily contained in Part I - Letter
from the Non-Executive Chairman of the Admission Document and of the Circular
but may also appear elsewhere throughout it.
The forward-looking statements in the Admission Document and in the Circular,
including statements concerning projections of the Enlarged Group's future
results, operations, profits and earnings, are based on current expectations
and are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those forward-looking
statements.
Certain risks to and uncertainties for the Enlarged Group are specifically
described in the risk factors set out in Part II - Risk Factors of the
Admission Document. If one or more of these risks or uncertainties
materialises, or if underlying assumptions prove incorrect, the Enlarged
Group's actual results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, potential investors should not
place any reliance on forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this document are based on certain
factors and assumptions, including the Directors' current views with respect
to future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Enlarged Group's
operations, results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon information
currently available to them, they may prove to be incorrect. Accordingly,
prospective investors are cautioned not to place undue reliance on any
forward-looking statements and should specifically consider the risk factors
set out in Part II - Risk Factors of the Admission Document that could cause
actual results to differ before making an investment decision.
Neither the Directors nor the Company undertake any obligation to update
forward-looking statements or risk factors other than as required by the AIM
Rules, UK MAR or by the rules of any other securities regulatory authority
whether as a result of new information, future events or otherwise.
Appendix One
LETTER FROM THE NON-EXECUTIVE CHAIRMAN
Riverfort Global Opportunities plc
(to be renamed Tooru plc)
(Incorporated and registered in England & Wales under the Companies Act
2006 with company number 00269566)
Existing Directors: Registered Office:
Philip Haydn-Slater Non-Executive Chairman Suite 39
Nicholas Lee Investment Director; Executive Director High Wycombe
Amanda Van Dyke Non-Executive Director Buckinghamshire HP11 2BE
Andrew Nesbitt Non-Executive Director United Kingdom
8 May 2025
Dear Shareholder,
Proposed Acquisition of the Target Entities from S-Ventures
Proposed Placing to raise up to £1.0 million at the Issue Price of 0.75 pence
Proposed Issue of 466,666,666 Consideration Shares each at the Issue Price of
0.75 pence
Proposed Issue of 356,335,200 Loan Conversion Shares each at the Issue Price
of 0.75 pence
and
Admission of the Enlarged Issued Share Capital to trading on AIM
1. Introduction
Shareholders will have received, together with this
document, the Approval Circular convening the General Meeting to consider and,
if thought fit, approve the Acquisition described in that document and
concerning which, further details are set out herein.
If approved, the Acquisition will constitute a Reverse
Takeover for RGO and this document comprises an Admission Document in respect
of the Enlarged Group for the purposes of seeking Admission.
RGO is an investment company focused on investing in small
listed or unlisted companies in a range of industry sectors by way of debt or
equity-linked debt structures. The RGO investment model provides an
opportunity for public market investors to gain exposure to this investment
strategy.
2. About S-Ventures
S-Ventures was established in 2020, its principal activity
is to buy and build small high growth businesses in the wellness sector and it
is currently listed on the AQUIS Exchange.
Since its inception, S-Ventures has acquired four
businesses (owned by the Target Entities) with combined net revenues in excess
of £7.2 million and net assets of some £3.3 million (as per S-Ventures
unaudited Interim Financial Statements as at 30 June 2024). These businesses
employ over 100 staff across three locations. S-Ventures is led by a highly
experienced board and management team with expertise in key areas of the
wellness industry across core business sectors including fintech, food and
beverage, health and beauty and finance.
3. About the Acquisition
On 6 May 2025, the Company entered into the Acquisition Agreement,
subject to customary conditions precedent, to acquire the substantial issued
and outstanding share capital of the Target Entities from S-Ventures along
with certain debt obligations.
The headline consideration payable by the Company to
S-Ventures comprises:
- the issue to S-Ventures of Consideration Shares credited as fully
paid representing a monetary value of £3.5 million;
- the issue to certain creditors and management of S-Ventures of Loan
Conversion Shares credited as fully paid representing a monetary value
£2,672,514; and
- approximately £1.9 million of S-Ventures liabilities to be settled
by the Company in cash.
By virtue of the Acquisition the existing debts and liabilities of the Target
Entities will become debts and liabilities of the Enlarged Group (as reflected
in the Unaudited Pro Forma Financial Information set out in Part IV -
Unaudited Pro Forma Financial Information of this document).
The Target Entities (not including S-Ventures Acquisitions,
which is a holding company with no business operations) are:
· Pulsin
· an 85.1 per cent. interest in WLP (which operates the brand Purely)
· Juvela
· Market Rocket
Further details of the Acquisition Agreement are set out in
paragraph 13.1 of this Part I - Letter from the Non-Executive Chairman and in
paragraph 9.2(f) of Part V - Additional Information of this document.
The Acquisition is conditional inter alia on RGO Shareholders approval at the
General Meeting and also on S-Ventures shareholders approval at the S-Ventures
general meeting.
4. Enlarged Group Structure on Admission
5. Background to, and reasons for the Acquisition
In recent years, RGO has tended to trade at a significant
discount to its net asset value and, in general, investment companies have
become less attractive to public market investors.
The Board believes that the Acquisition represents an
exciting opportunity in a growing sector and would enable RGO to become an
operating business with an attractive portfolio of businesses and potential
for growth and the creation of Shareholder value.
RGO would bring additional funding and working capital to
the operations of the Target Entities and provide them with an AIM quotation
and better access to capital. Going forward, the Enlarged Group expects to
build its existing businesses, taking advantage of economies of scale and
consolidation of infrastructure to support their growth.
At the same time, the Board believes that there are a
number of interesting acquisition opportunities available to the Enlarged
Group which would benefit from its team's expertise and existing
infrastructure, that would in turn enable the Enlarged Group to further scale
its operations.
6. Information on the Target Entities
Pulsin and WLP currently operate in the healthy snacking
market with a number of sweet and savoury products designed to give consumers
healthy alternative options to mainstream snacks such as crisps and
confectionery.
Juvela operates a gluten free bakery business with a
factory in South Wales and an office in Liverpool. It is strongest in the
pharmacy segment, where it is the clear market leader. It has also recently
started to supply a range of different "free from" products which are already
listed with a major UK supermarket chain.
Market Rocket is a trusted digital partner agency for
globally recognised Fortune 500 and market-disrupting brands alike. Customers
include JCB, Calvin Klein and Tommy Hilfiger. Market Rocket also provides its
services to other members of the Target Entities. Market Rocket is a member of
Amazon's trusted Service Provider Network and is certified as an accredited
partner with Meta and Google.
6.1 We Love Purely (WLP)
WLP is a UK-based company that specialises in plant-based snack products,
primarily focused on plantain chips under the brand name "Purely".
WLP targets health-conscious consumers by offering snacks that are
gluten-free, vegan-friendly and made without artificial preservative, added
sugar or palm oil.
WLP's products are positioned as an alternative to traditional snack foods.
WLP emphasises the use of simple, sustainably sourced ingredients and aims to
meet the growing demand for plant-based and allergen-friendly snacks.
WLP's products are distributed through various retail and online channels
across the UK and Europe, including major supermarkets, health stores and
e-commerce platforms.
WLP's offer a range of plantain chips in a variety of flavours. The products
are available in different sizes, mirroring how regular potato crisps are
sold.
Purely plantain chips have strong health and ethical credentials. The ready
salted flavored chips have just three ingredients and those chips have 30 per
cent. less fat than any potato crisp. They are low in sugar and high in
potassium and fibre and in contrast to other plantain chips on the market they
are free from palm oil.
All Purely chips are compliant with Government HFSS legislation which allows
retailers to give them shelf space in prominent promotional and front of store
locations such as till points, unlike many regular potato crisp products that
are not complian.
6.2 Pulsin
Pulsin specialises in plant-based nutrition technology, manufacturing and
sales, with a focus on protein bars, nutritional snacks and keto bars under
the brand name "Pulsin".
Pulsin formulates and produces plant-based products under its own brands as
well as for third parties from its facilities in Gloucester.
Pulsin's range of snack bars, protein powders, keto products and shakes are
gluten-free and suitable for vegetarians, with the majority being plant-based.
Pulsin does not use artificial ingredients, preservatives or palm oil.
Pulsin has recently introduced several new products. In 2024, they launched
new flavours of Keto Protein Bars, including Raspberry Choc Chip and Almond
Salted Caramel. Pulsin's products are available in a selection of retail and
online stores across the UK.
Pulsin brownies and protein bars also sit within the healthy snacking
category. They are designed to be consumed as a sweet indulgent treat at the
end of a meal or as an on the go snack in between meals. Unlike many regular
snack bars, cakes and confectionery, Pulsin products are typically lower in
sugar and higher in fibre and protein than standard sweet snacks and do not
contain certain ingredients common in regular snacking products like palm oil
and UPFs.
Pulsin brownies contain healthier ingredients like dried fruit and nuts that
have been gently processed at ambient temperature to maximise nutritional
availability. Legally controlled claims like 'high in fibre' and a 'source of
protein' can be made on the pack.
Despite strong performance of the protein bar market over recent years
management believe that many brands of protein bar could be classified as UPFs
due to some ingredients and processing techniques used in their production.
UPF is a term that is increasingly used in the media as a label for unhealthy
foods that should be highly restricted in a healthy diet. Whilst this could be
seen as a potential barrier to future growth of the market, it presents an
opportunity for Pulsin to increase market share with protein bars made using
more natural ingredients and more gentle processing methods than many other
bars on the market.
Pulsin offer three ranges of protein bars which are suitable for people
following a ketogenic diet which is designed to replace carbohydrates with fat
as the main source of fuel for the body. The keto diet is designed to help
weight loss but there are a number of other perceived health benefits
associated with the keto diet, making it popular for wellness as well as
weight loss. As with many protein bars, Pulsin keto bars can be enjoyed as a
low sugar snack as part of a regular diet and therefore can be consumed as a
healthy snack like a normal protein bar. Pulsin's keto bars are the
best-selling bars in the Pulsin range.
6.3 Juvela
Juvela has been a provider of gluten-free foods for people diagnosed with
coeliac disease for over 25 years under the brand name "Juvela".
Juvela manufactures and distributes branded gluten-free products, including
breads, mixes, and pastas, through UK retailers and online stores.
Juvela primarily generates revenue from its gluten-free products, selling to
UK retailers and providing prescription services for eligible individuals. The
NHS funds prescription for those diagnosed with coeliac disease, allowing them
to receive regular packages of bread and flour mixes.
Juvela has a dedicated gluten-free bakery with master bakers based in South
Wales and an office in Liverpool.
Products include gluten free bread, oats and breakfast cereals, dried pasta
and home baking flour mixes. Juvela operates across all three main channels
(grocery, pharmacy, online) for the gluten free foods market but is strongest
in the pharmacy segment is the clear market leader. Its most recent launch
includes gluten-free boxes to support for those who are not eligible for
prescriptions or not medically diagnosed with coeliac disease. Juvela's
products are available in various retail and online stores across the UK. It
has also recently started to supply a range of different "free from" products
which are already listed with a major UK supermarket chain.
6.4 Market Rocket
Market Rocket is a trusted digital partner agency for globally recognised
Fortune 500 and market- disrupting brands alike. Customers include JCB, Calvin
Klein and Tommy Hilfiger. Market Rocket is a member of Amazon's trusted
Service Provider Network and is certified as an accredited partner with Meta
and Google. The 20+ strong team is built around the four pillars, generally
accepted by the industry, required to sell online and return a profit: Account
Management, Paid Advertising, Graphic Design and Search Engine
Optimisation/Copywriting.
Market Rocket operates two brands, "MarketVerse" and "MRL".
MarketVerse
MarketVerse is a platform and set of proprietary processes built by Market
Rocket to support brands in selling seamlessly across multiple platforms and
marketplaces, including Amazon & TikTok.
MarketVerse provides clients with a risk free six in one e-commerce
accelerator programme from day one. It operates as follows:
● World class agency services, leveraging a team of D2C
marketplace experts with proven results
● SAAS listing application, connecting clients to
multiple marketplaces and front-end stores, all at once with a single tool
● Stock management, using either the seller where the
platform manages stock values on behalf of the client or the agency where the
client is in complete control.
● Omni-channel sales, accessing all marketplaces
and sales channels, reaching consumers on their preferred platform.
● Global selling VAT/tax services, helping clients
avoid the hassle and complexity of selling globally.
● Fulfilment from a single stockholding for
operational efficiency.
MRL
MRL serves customers across various industries, particularly those aiming to
expand their presence on e-commerce platforms. Its services are designed to
improve product rankings, boost customer engagement, and optimise online sales
channels through targeted digital marketing efforts.
MRL's client-base includes companies in sectors such as consumer goods, health
and wellness, and technology. MRL's core services include:
● Amazon Agency services including pay-per-click,
search engine optimisation and account management to boost brand growth on
Amazon.
● TikTok Agency services, focusing on strategic
marketing to enhance brand visibility and engagement on TikTok.
● Digital Marketing services, such as social media
management and SEO to reach target audiences.
● PR services, involving building and maintaining
a positive public image through media relations and strategic communication
and delivering insights on campaign performance to refine strategies.
● Website design services, involving creating
user-friendly, visually appealing websites to enhance online presence.
MRL generates revenue through a direct-to-consumer channel by purchasing
historically 'strong- performing' products from its customers and reselling
them at a markup via e-commerce platforms such as Amazon and TikTok.
7. Investment opportunity and Enlarged Group strategy
The Company believes that the acquisition of the Target
Entities represents an exciting opportunity to acquire attractive operating
companies in growing sectors. These businesses are all well established with
the scope to both grow and develop further both individually and through the
access to additional capital and the acquisition and development of similar
products.
7.1 UK healthier snacks market: WLP and Pulsin
Historically these businesses have had restricted access to capital which has
limited their ability to build inventories with which to launch effective
sales and marketing campaigns. Their products are supported by well-known
brands ("Purely" and "Pulsin") and so with additional capital it is believed
that these brands can quickly grow sales. The following initiatives are
examples of how capital could be deployed to grow the business:
● Explore further product launches for Purely using new
ingredients and formats.
● Launch Pulsin keto bars in mainstream grocery stores. Currently
keto bar sales are concentrated online and in health stores, such as Holland
& Barrett. The bars also have a presence in some supermarkets like Tesco
and Morrisons but are located in smaller categories in less busy areas of the
stores. New listings can be achieved on more mainstream fixtures alongside
cereal bars with a new multipack format.
● Develop a layered Pulsin protein bar to mimic the market leaders
in terms of taste and texture whilst retaining the key Pulsin features and
benefits such as gluten free, plant based, natural.
● Use innovation to win new listings in the supermarket sector
through quality of product and clarity of unique selling point versus
competitors.
● Support all new product development with comprehensive online
sales and marketing campaigns and live sampling initiatives.
7.2 UK gluten free market: Juvela
● Continue to focus on pharmacy sector and grow customer base for
the "Juvela" brand as number of patients diagnosed with coeliac disease
increases.
● Develop sales in grocery retail. Currently only 4 per cent. of
Juvela's sales revenue comes from retail, yet this sector is the leading
distribution channel for the free from market . As part of a strategy to build
sales in grocery retail Juvela has launched a new range of gluten free
flatbreads that were listed in 400 Tesco stores in October 2024.
● Continue to develop new products for the supermarket channel.
This has already been started successfully with the introduction of new "free
from" products in the grocery channels with leading supermarket retailers.
● Build online sales utilising Juvela's existing database of 200k+
patients diagnosed with coeliac disease (in compliance with applicable law and
regulation, such as GDPR and UK GDPR).
7.3 Market Rocket growth strategy
● Focus on combining cutting-edge technology, strategic
acquisitions, and market leadership, to continuously improve proposition to
new and existing clients, within the Target Entities and outside of the
Enlarged Group.
❍ Technology. AI plays a crucial role in their sales outbound and
onboarding process, streamlining lead qualification, enhancing customer
targeting, and ensuring a frictionless transition for new clients. This
automation-driven approach allows Market Rocket to scale efficiently while
maintaining high conversion rates.
❍ Strategic acquisitions. Their expansion has also been
accelerated by the acquisition of two specialist agencies-one in social media
and public relations, and another in web development, SEO, and PPC-allowing
them to offer a broader range of services while creating strong cross-sell and
up-sell opportunities for existing and new clients.
❍ Market leadership. Market Rocket's ability to stay ahead of
industry trends is reinforced by its work with leading global brands, enabling
the agency to develop and define best practices in e-commerce growth. This
position of leadership not only keeps them at the forefront of innovation but
also helps attract top talent in the industry. With over 25,000 subcategories
in the UK alone that their services can address, Market Rocket continues to
scale by combining technology, expertise, and a forward-thinking approach to
marketplace success.
8. Summary historical financial information on the Enlarged Group
8.1 The Target Entities
In order to make a proper assessment of the financial performance of the
Enlarged Group's businesses, prospective investors should read this document
as a whole and not rely solely on the key or summarised information in this
section.
S-Ventures
For S-Ventures, the summary below has been extracted from the
audited annual reports and accounts for S-Ventures for the 15 months ended 31
December 2023, for the years ended 30 September 2022 and 2021, and the
unaudited interim results for the financial period ended 30 June 2024 which
include comparative figures for the period ended 31 March 2023 that as
disclosed in Section (B) of Part VI - Historical Financial Information on the
Enlarged Group of this document are incorporated by reference into this
document under the exemption set out in Rule 28 of the AIM Rules for
Companies.
Statement of Financial position
As at As at As at As at As at
30 June 31 March 31 December 30 September 30 September
2024 2023 2023 2022 2021
(£'000) (£'000) (£'000) (£'000) (£'000)
(unaudited) (unaudited) (audited) (audited) (audited)
Total assets 18,194 23,803 19,652 16,391 13,351
Total equity 3,266 8,120 4,063 9,496 7,872
Total liabilities 14,928 15,683 15,589 6,896 5,507
Total equity and liabilities 18,194 23,803 19,652 16,391 13,379
Statement of Comprehensive Income
For the
For the For the For the period from
six months six months 15-months For the 6 July
ended ended ended year ended 2020 to
30 June 31 March 31 December 30 September 30 September
2024 2023 2023 2022 2021
(£'000) (£'000) (£'000) (£'000) (£'000)
(unaudited) (unaudited) (audited) (audited) (audited)
Revenue 7,665 19,658 7,801 1,526
7,200
Profit /(Loss) before
(2,452) (6,236) (3,257) (1005)
taxation
(515)
Taxation (126) (399) (199) 156
-
Profit/(Loss) for the
(2,578) (6,635) (3,456) (849)
year/period
(515)
Total comprehensive loss for the year/period attributable to the equity owners
of the
Parent Company (508)
(2,557) (6,597) (3,323) (785)
Basic and diluted loss
per share (pence) (0.39p) (1.98p) (5.04p) (2.92p) (0.76p)
Statement of cash flows
For the
For the For the For the period from
six months six months 15-months For the 6 July
ended ended ended year ended 2020 to
30 June 31 March 31 December 30 September 30 September
2024 2023 2023 2022 2021
(£'000) (£'000) (£'000) (£'000) (£'000)
(unaudited) (unaudited) (audited) (audited) (audited)
Net cash used in
operating activities (646) (441) (1,403) (2,633) (1,300)
Net cash flows used
in investing activities (47) (414) (7,439) (453) (2,480)
Net cash generated
from financing activities 1,061 (503) 7,641 4,699 3,673
Juvela
For Juvela, one of the Target Entities which was purchased by S-Ventures in
December 2022, the summary below has been extracted from Juvela's audited
annual report and accounts for the two years ended 31 December 2023 and 2022,
which include comparative figures for the year ended 31 December 2021 as
disclosed in Section (C) of Part VI - Historical Financial Information on the
Enlarged Groupof this document and set out in full in Appendix 1 to this
document.
Statement of Financial position
As at As at As at
31 December 31 December 31 December
2023 2022 2021
(£'000) (£'000) (£'000)
(audited) (audited) (audited)
Total assets 9,494 8,702 11,472
Total equity 8,583 7,782 9,768
Total liabilities 911 920 1,704
Total equity and liabilities 9,494 8,702 11,472
Statement of Comprehensive Income
For the For the For the
year ended year ended year ended
31 December 31 December 31 December
2023 2022 2021
(£'000) (£'000) (£'000)
(audited) (audited) (audited)
Revenue 7,621 7,509 7,504
Profit /(Loss) before taxation 1,242 1,032 1,158
Taxation (441) (318) (363)
Profit/(Loss) for the year/period 801 741 795
8.2 S-Ventures published segmental analysis
Segmental Financial Information on Target Entities as derived from the
unaudited Interim Financial Statements of S-Ventures for the financial period
ended 30 June 2024, as disclosed in Section (B) of Part VI - Historical
Financial Information on the Enlarged Group of this document and as
incorporated by reference into this document, is set out as follows:
Plant Based Technical Admini-
Nutrition* Bakery** Services*** stration Total
£'000 £'000 £'000 £'000 £'000
Net Sales Revenues 1,980 3,797 1,423 - 7,200
Operating Profit/(Loss) before Tax
(297) 423 29 (670) (515)
*Pulsin and WLP
**Juvela
***Market Rocket
As reported in S-Venture's interim results to 30 June 2024, a
positive EBITDA of £0.8 million for this period on £7.2 million of sales was
achieved. This was a significant improvement on the EBITDA loss of £0.6
million for the previous 15-month period to 31 December 2023. S-Venture's
loss-making discontinued divisions were no longer included with the business
streamlined and restructured following two years of significant headwinds.
Juvela made progress, launching new retail products, for which
capital was invested to build an additional "free-from" production line to
accommodate this growth. Many awards were won for taste and quality for these
new products and there are growth plans to expand further into retail to
complement existing principal channels. Whilst there will be some impact on
gross margins, going forward, S-Venture are targeting growth year-on-year from
the new retail channel products.
Market Rocket continued to expand with new clients enjoying
accelerated growth with the adoption of AI, enhancing revenues and building
value for its long-standing clients.
Pulsin was restructured and has a much-strengthened team and
better managed cost base, near breakeven with plans for growth going forward.
Purely remains small with revenue of circa £400,000 per year,
but the intention is to further expand and develop the business in the short
term which has suffered from cash constraints. Purely's losses in the
half-year to 30 June 2024 remained small and contained.
8.3 The Company
The audited annual report and accounts for the Company for the
financial years ending 31 December 2023, 2022, and 2021, and the unaudited
interim results for the financial period ended 30 June 2024 which includes
comparative figures for the period ended 30 June 2023 are incorporated by
reference into this document under the exemption set out in Rule 28 of the AIM
Rules for Companies.
8.4 Unaudited Pro Forma Financial Information
The Unaudited Pro Forma Financial Information contained in Part
IV (Section A) - Unaudited Pro Forma Financial Information of this document
together with a description of the basis of presentation (including the
accounting policies used) and supporting notes is based on the unaudited six
months interim financial information of the Company and S-Ventures as at and
for the period ended 30 June 2024, illustrates the effect of the Acquisition,
Proposed Placing and Admission.
9. Current trading and prospects
9.1 RGO
RGO remains an investing company holding cash balances and a small number of
investments. Subsequent to the unaudited interim results for the financial
period ended 30 June 2024, it has not made any further significant investments
or divestments.
9.2 The Target Entities
Since the S-Ventures unaudited Interim Financial Statements to 30 June 2024,
in which a positive EBITDA of £0.8 million for this period on £7.2 million
of net sales was reported, the Target Entities have achieved sales broadly in
line with those achieved in the first half of 2024. This continues to be the
case for the current financial year commencing 1 January 2025.
10. Trend information
10.1 Wellness market
Research by McKinsey & Company identifies six dimensions through which
consumers typically view wellness: Health, Fitness, Nutrition, Appearance,
Sleep & Mindfulness. The table below provides examples of products and
services that sit within each of these dimensions:
The global wellness market is vast, worth around $1.8 trillion today up from
$1.5 trillion in 2021. McKinsey & Company expect this market to continue
growing at 5 per cent.-10 per cent. per year (according to an article
published on their website on 21/02/2024).1
McKinsey has identified six trends or features of the wellness market.
● Trend 1: Natural/Clean. Consumers are seeking natural/clean
products, particularly in areas like skincare, cosmetics, multivitamins,
subscription food services and sleep enhancers. For dietary supplements
consumers prioritise 'natural' over 'effective' by 41 per cent. to 21 per
cent.
● Trend 2: Personalisation. Consumers are looking for more
personalised products and services such as fitness apps, trackers and vitamin
and supplement subscriptions.
● Trend 3: Digitalisation. More growth from e-commerce over
other bricks and mortar channels is expected in the coming years. Some
categories like fortified foods, multivitamins and skincare will remain strong
in physical stores.
● Trend 4: Influencers. In the U.S., Europe & Japan 10 per
cent.-15 per cent. of consumers have made a purchase based on a recommendation
from an influencer and this proportion is expected to grow significantly in
the future.
● Trend 5: Services. Services such as personal trainers and
nutritionists are regarded as an enhancement to other wellness products
(rather than a substitute) and services now account for 30 per cent. of the
total wellness spending.
● Trend 6: Blurred lines. Lines are becoming blurred between
different categories as consumers are looking for more than just one brand or
solution to meet their wellness needs.
Within the wellness sector the Target Entities operate businesses in The
Healthier Snacking Market (Pulsin & Purely, The Free From Market (Juvela)
and The Digital Services Market (Market Rocket). Future acquisitions will
focus initially on these markets but may extend to any market within the six
dimensions of the wellness market identified above, where there is a
compelling strategic rationale.
The market for snacking in the UK is roughly flat in volume and value terms,
however, healthier snacks grew 15 per cent. YOY to £148 million in 2023
according to IRI data.2 Consumers are switching towards healthier snacking
options as they become more educated and informed about the impact food
choices have on their health and this trend is not expected to change
significantly in the
1 Source: McKinsey
2 Source: The Grocer
foreseeable future. The number of 'better for you' options available in stores
and online has increased in recent years reflecting consumer demand. 40 per
cent. of adults in the UK are now motivated to make healthier lifestyle
choices3 and 6 in 10 consumers are actively trying to choose healthy snacks to
hit their fitness goals.4
10.2 Impact of government regulation
Health problems related to diet and lifestyle are becoming increasingly common
in developed countries around the world, in particular the UK, where rates of
conditions such as diabetes and obesity are increasing year on year. The
Health Survey for England5 showed that 64 per cent. of all adults in the UK
are overweight or obese, up from 53 per cent. in 1993. Dr Clare Hambling, NHS
National Clinical Director for Diabetes and Obesity, stated in response to
this survey that "Obesity is one of the biggest threats to health in the UK -
it affects every human organ system and can have a major impact on people's
live. Obesity increases people's risk of type 2 diabetes, heart disease,
stroke, cancer, mental ill health and many other illnesses which can lead to
shorter lives, or affect quality of life, with greater need for healthcare."
In addition to medical problems suffered at the individual level, diet and
lifestyle related health problems incur a financial cost to society.
Obesity can lead to lower productivity of the workforce, through lost working
days and increasing costs of healthcare. And these costs are significant. The
NHS spends approximately £10 billion a year on diabetes which is around 10
per cent. of the entire budget.6 The UK Government has responded by
introducing legislation to discourage unhealthy eating in the form of a tax on
sugar and controls around how certain foods can be marketed. It is likely that
more legislation will be introduced in the future.
Government policy interventions on the sale and marketing of HFSS products and
the sugar tax on drinks have encouraged businesses to reformulate existing
products to make them healthier. Any businesses that do not work towards these
policy goals are likely to see their costs rise through additional taxation
and encounter restrictions on how they are permitted to sell and market their
products.
10.3 UK protein bar market (within healthy snacking)
Any protein bars purchased in between the 1950s and 1990s would most likely
have been consumed by bodybuilders or elite athletes and been classified as
sports nutrition products. For many protein bars of today this is no longer
true. Over the last 20 years, the health benefits of supplementing protein
intake have become more commonly recognised and high protein products have
been adopted by wider consumer groups. Protein bars are a good example of
this. Protein bars are more filling than a standard confectionery bar, due to
the protein content, typically lower in sugar and sometimes taste good enough
to be consumed as a 'treat' between meals or practically any time of day. Some
protein bars are now much more widely available in shops than earlier
generations of protein bar and are often located on the shelf next to snack
bars in the 'healthy snacking' category, suggesting that some consumers are
starting to choose a protein bar instead of standard confectionery. In the
'healthier snacks' category the largest segment is 'everyday treats' which
includes protein bars, and by 2023 this segment now accounts for 64 per cent.
of the healthier snacks category, showing YOY growth of 31 per cent. to £95
million.7
10.4 Coeliac disease and gluten free bread market
Coeliac disease is caused by an adverse reaction to gluten, which is a dietary
protein found in 3 types of cereal (wheat, rye & barley). The immune
system attacks and damages the gut when eating gluten, leading to inflammation
and disruption to the body's ability to take in nutrients from food. There is
currently no cure, so a gluten-free diet is used by patients to manage the
symptoms. Currently an estimated 1 per cent. of the population have coeliac
disease but only around 30 per cent. have been diagnosed.(8)
3 Source: UK Government
4 Source: Convenience Store
5 Source: NHS Health Survey for England
5 Source: NHS England
7 Source: Convenience Store
The market for gluten free bread in the UK is relatively small at £128
million 10 compared to the traditional wrapped bread market which stands at
over £2 billion.11 However, the gluten free bread market has grown over 50
per cent.12 during the last five years and this trend is showing no sign of
slowing down. Mintel research found that 15 per cent. of households avoid
gluten and wheat and over 38 per cent. of consumers avoid gluten as part of a
healthy lifestyle,13 indicating that the gluten free market extends well
beyond the 1 per cent. of consumers who are coeliac.14
10.5 Market Rocket market
Market Rocket operates within a rapidly expanding e-commerce and digital
marketing landscape across the UK, US, and EU, presenting significant growth
opportunities. In the UK, the digital marketing industry was valued at
approximately $30.14 billion in 2024 and is projected to grow at a CAGR of
11.1 per cent., reaching around $86.35 billion by 2034.15 The UK's e-commerce
sector is also expanding rapidly, with revenues of $363 million in 2023,
expected to grow to $927.9 million by 2030, at a CAGR of 14.3 per cent.16
The global digital marketing market was valued at $780 billion in 2023 and is
expected to grow at a CAGR of 11.1 per cent. from 2024 to 2030, highlighting a
significant demand for performance-driven marketing solutions.17 Meanwhile,
e-commerce sales in the US reached $1.16 trillion in 2023, reflecting the
scale of opportunities for brands seeking to optimise their marketplace
presence.18
In the EU, the e-commerce market generated $3.36 billion in 2023 and is
projected to reach $10.65 billion by 2030, growing at an impressive CAGR of
17.9 per cent.19
These figures highlight the substantial and growing demand for Market Rocket's
services, particularly in AI-driven sales, SEO, PPC, public relations, and
multi-channel e-commerce strategies. With the ability to serve over 25,000
subcategories in the UK alone, and similar opportunities across the US and EU,
Market Rocket is well-positioned to capitalise on the evolving digital
commerce landscape.
11. Regulatory and operating environment
11.1 Overview
The Enlarged Group shall be subject to laws and regulations in the
jurisdictions in which it operates that affect companies manufacturing
wellness and other food products, including regulations related to product
liability, health and safety, ingredients, food safety regulations, health
claims regulations, labelling, consumer protection, and conducting business on
the internet (including in relation to customer protection, unfair and
deceptive practices, anti-bribery and corruption, antitrust and competition,
economic and trade sanctions, tax, accounting standards, distance selling,
privacy, data protection, IP, distribution and export controls, electronic
contracts and other communications, competition, protection of minors,
telecommunications, advertising, taxation, economic and other trade
prohibitions or sanctions, and online payment services).
8 Source: Coeliac UK
9 Source: British Baker
10 Source: British Baker
11 Source: British Baker
12 Source: British Baker
13 Source: Mintel
14 Source: Mintel
15 Source: Expert Market Research
16 Source: Grand View Research
17 Source: MarkNtel Advisors
18 Source: Mobiloud
19 Source: Grand View Research
Failure to comply with one or more regulatory requirements applicable to the
Enlarged Group in any of the jurisdictions in which the Enlarged Group
operates could result in a variety of sanctions, including monetary fines or
compulsory withdrawals of products and services.
11.2 Wellness and other food products
Food safety
The Enlarged Group shall be subject to UK food safety laws, which are governed
primarily by the Food Safety Act 1990, and Regulation ((EC) 178/2002), which
establishes the EFSA and sets out the framework for food safety and
traceability.
Despite the UK's exit from the EU, UK businesses continue to adhere to food
safety standards that are largely aligned with EU regulations, particularly
concerning food hygiene, additives, and contaminants.
Food labelling and claims
The Enlarged Group must comply with the Food Information Regulations 2014,
which implement Regulation ((EU) 1169/2011) concerning the provision of food
information to consumers. These regulations set out the requirements for food
labelling, including ingredients listing, allergen declarations, and
nutritional information.
Specific to the Enlarged Group's product offerings:
● Gluten-free products: The Company's gluten-free breads must
meet the requirements of the Food Labelling (Gluten-Free Foods) Regulation
2010, which sets specific thresholds for gluten content (below 20 mg/kg) for
products labelled as gluten-free.
● Health and nutrition claims: The Enlarged Group is subject to
Regulation (EC) No 1924/2006 on nutrition and health claims made on foods. Any
health or nutritional claims made on product packaging or marketing must be
substantiated by scientific evidence and approved by the FSA and EFSA, where
applicable.
● Coeliac disease and gluten-free standards: The Enlarged
Group's gluten-free products, especially those designed for individuals with
coeliac disease, must adhere to the standards set by the Coeliac UK charity
and comply with guidelines for foods specifically formulated for individuals
with medical conditions. These products must meet strict safety and quality
standards to ensure they do not contain traces of gluten and are safe for
individuals with coeliac disease.
● Advertising and marketing regulations: The Enlarged Group's
marketing and promotional materials must comply with UK advertising
regulations, including the UK Code of Non-broadcast Advertising and Direct
& Promotional Marketing (CAP Code). This code prohibits misleading health
claims and requires that all claims made in advertising be truthful,
substantiated, and in line with scientific evidence.
● Environmental and sustainability considerations: As part of
its commitment to sustainability and environmental responsibility, the Company
is subject to environmental regulations, such as the Environmental Protection
Act 1990, which governs waste management and pollution control. The Company is
also subject to regulations regarding packaging waste and recycling, including
compliance with the Packaging Waste Regulations 2007 and the Extended Producer
Responsibility (EPR) scheme, which will become applicable in the coming years.
Regulation
● Regulatory oversight and enforcement: The Enlarged Group's
operations shall be overseen by several regulatory bodies, including the FSA
and UK Trading Standards, which are responsible for ensuring compliance with
food safety and labelling regulations. The Company is committed to maintaining
robust quality control systems to ensure its products consistently meet
regulatory requirements.
● Health and safety compliance: In addition to food safety
regulations, the Enlarged Group shall be committed to ensuring a safe working
environment for its employees in compliance with the Health and Safety at Work
Act 1974. This includes adherence to workplace safety standards, risk
assessments, and the implementation of appropriate safety protocols.
11.3 E-commerce
The Enlarged Group's activities involving the use of consumer data are subject
to consumer protection and data protection law and regulations (including UK
GDPR).
Failure to comply with one or more regulatory requirements could result in a
variety of sanctions, including monetary fines or compulsory withdrawals of
products being applied to the Enlarged Group.
As a producer and distributor of goods for human consumption, the Enlarged
Group must comply with stringent production, storage, recordkeeping,
distribution, labelling and marketing standards in the jurisdictions in which
it operates. In addition, some of the Enlarged Group's products are produced
and marketed under contract as part of special certification programs, such as
organic, vegetarian, vegan, cruelty-free or non-genetically modified, and must
comply with the strict standards of national and third-party certifying
organisations. Products that do not meet regulatory or third-party standards
may be considered adulterated or misbranded and subject to withdrawal or
recall.
11.4 Data protection and privacy
The Enlarged Group's activities involving the use of consumer data are subject
to consumer protection and data protection law and regulations (including GDPR
and UK GDPR).
The Enlarged Group collects and processes personal data from clients, and
employees as part of its business. As a result of these activities, the
Enlarged Group is subject to the data protection and privacy laws and
regulations of the jurisdictions in which it operates. This includes the GDPR,
UK GDPR and the UK Data Protection Act 2018. These data protection laws impose
certain restrictions on what the Enlarged Group can and cannot do with the
data it collects and give data subjects certain rights in relation to their
data.
To the greatest extent possible, the Enlarged Group aims for a uniform
approach with regard to key data protection and privacy obligations across all
relevant geographies.
Should a serious data breach occur, such data protection laws provide for
increased obligations to notify regulators and individuals whose personal data
has been compromised, and this may result in the imposition of significant
sanctions and penalties, which require heightened escalation and notification
processes with associated response plans.
The Enlarged Group has written policies and organises its data protection and
privacy compliance in a centralised manner. The Enlarged Group publishes
information on how it collects, uses and disseminates personal data in data
privacy and cookies policies that shall, conditional on Admission, be found at
http://tooruplc.com, (http://tooruplc.com/) and in other privacy policies
provided to employees, which are modified from time to time to meet changing
operational needs, changes in the legal requirements, and applicable
regulatory guidance.
12. Board
The Board currently comprises four Directors, namely Philip
Haydn-Slater, as Non-Executive Chairman and Nicholas Lee, as investment
director, Amanda Van Dyke and Andrew Nesbitt as Non-Executive Directors,
details of each of whom are set out below.
The Directors are ultimately responsible for managing the
Company's business in accordance with the Articles and assessing the
appropriateness of its Investing Policy and strategy. The Directors also have
overall responsibility for the Company's activities, including its acquisition
activities, and reviewing the performance of the Company's acquisitions.
As a result of a review conducted by the Board, it has been
resolved that, conditional on Admission, Philip Haydn-Slater will assume the
role of Independent Non-Executive Director and Nicholas Lee will assume the
role of Non-Executive Chairman. Amanda Van Dyke and Andrew Nesbitt will retire
as Directors before Admission. As a consequence of the Acquisition the Company
will gain additional experienced senior management.
The Board have resolved that, after due consideration and
in light of the Acquisition delivering an experienced operational team with
in-depth knowledge of the acquired assets, that further additions to the Board
are not currently necessary.
The proposed Board on Admission is as follows:
Nicholas Lee - Non-Executive Chairman (aged 62)
Nicholas read Engineering at St. John's College, Cambridge
and began his career at Coopers & Lybrand where he qualified as a
chartered accountant. He then joined Dresdner Kleinwort where he worked in
their corporate finance department advising a range of companies across a
number of different sectors. When he left in 2009, he was a Managing Director
and Head of Investment Banking for Dresdner Kleinwort's hedge fund/alternative
asset manager clients. Since then, Nicholas has been actively involved with
AIM and currently serves as a Director of Mindflair plc, a Non-Executive
Director of Huddled Group plc as well as Finance Director of Smarttech247
Group plc.
Scott Paul Livingston - Chief Executive Officer (aged 49)
Scott founded and listed S-Ventures plc in 2020, to
identify and capitalise upon investment opportunities in the high growth
natural wellness sector and build a consolidated group sharing infrastructure
and capital. Prior to S-Ventures, Scott was Founder and CEO of the Westlab
Group, a bath and body care business he founded in 2004 and then sold in 2021,
which is now a global wellness brand with factories in the UK and USA with
distribution across multiple countries. Scott was previously a member of YPO,
Young Presidents Association and is a serving member in various community
charities. S-Ventures is his full-time role which will be with the Company
from Admission.
Stephen Argent - Chief Financial Officer (aged 68)
Stephen is a Chartered Accountant with over 40 years'
experience in both private practice and in commerce in the consumer and
wellness sectors. He set up his own brand, Soupologie, and has been involved
in building out financial and governance teams for both public and private
companies. He is a Finance Director of a private company Nourisher Food &
Drinks and has a considerable knowledge and understanding of the sectors in
which the Enlarged Group will operate. S-Ventures is his current full-time
role which will be with the Company from Admission.
Matthew Arthur Henry Peck - Executive Director (Chief
Digital Officer) (aged 39)
Matthew is the Founder of S-Ventures-owned D2C specialist
agency Market Rocket, established to identify digital opportunities for
leading consumer brands, which is now a Verified Amazon Advertising Partner.
Matthew became involved in eCommerce 15 years ago and founded his first online
business at the age of 23, creating a software development agency that
specialised in building SaaS applications for use in eCommerce ecosystems
through API connections, data aggregation and analysis. Building on these
successes, Matthew co-founded and operated as COO of an omnichannel global
retail business with warehouses in the UK, EU & US.
Philip Haydn-Slater - Independent Non-Executive Director
(aged 65)
Philip has over 35 years of experience in stockbroking and
commodities with a number of well-known stock broking firms. He spent eight
years as Head of Corporate Broking at WH Ireland Limited in London between
2003-2010, where he was responsible for originating and managing equity
transactions, including IPOs and secondary placings for corporate clients on
AIM and other international exchanges.
Philip has also worked in London and Sydney for various
financial institutions including ABN Amro, Bankers Trust, James Capel & Co
and Bain Securities (Deutsche Bank) Sydney. More recently, given his
experience, he has acted as an independent director on the boards of a number
of public and private companies. He was previously independent non-executive
director of AIM-quoted RA International Group plc and is currently serving as
an independent Non-Executive Director of AIM-quoted Strategic Minerals plc.
Alexander ("Alex") James Bevan Phillips - Independent
Non-Executive Director (aged 54)
Alex is a corporate financier and capital markets adviser
with 29 years' experience advising on privatisations, mergers, acquisitions,
disposals, equity and debt issuance and other corporate actions in a wide
range of sectors including consumer goods. Alex worked for large integrated
investment banks between 1992 and
2013, principally Credit Suisse and Morgan Stanley. After
leaving Credit Suisse, Alex worked abroad leading the turnaround of the middle
east operations of a family business through to the completion of its disposal
in 2016. Alex currently works at an independent corporate finance advisory
practice in London. Alex has worked as a non-executive director at S-Ventures
plc and, until September 2024, as Senior Independent Director of Notting Hill
Genesis, one of London's largest registered housing providers. Alex has a BSc
(Hons) in Economics with Politics from the University of Bristol.
The Directors retiring conditional on Admission are as
follows:
Amanda Marziliano van Dyke - Non-Executive Director (aged
48)
Amanda van Dyke has over 20 years of experience in
commodity markets, including managing UCITS Gold and Precious Metals Fund - at
her previous role at South River Asset Management - and founder of the ARCH
Sustainable Resources Fund at ARCH Emerging Markets Partners Limited in 2021
which invests in development stage critical minerals mining projects on a
global basis.
In October 2024, Amanda launched the Critical Minerals Hub
Limited, which is part of the Critical Minerals International Alliance an
industry association. She has an MBA and an MA in international economics from
SDA Bocconi.
Andrew Luke Nesbitt - Non-Executive Director (aged 54)
Andrew is a qualified mining engineer and holds a BSc (Eng)
Mining and an MBA and has over 20 years of experience in the natural resources
sector. He has held various production and technical roles with both De Beers
and Goldfields and has carried out a number of feasibility studies across the
world with the leading technical consulting group SRK. In addition, Andrew is
also an experienced investor, having previously worked as a partner and
portfolio manager for Craton Capital Pty Limited, a global precious metals
fund with over US$400 million of assets under management. He later acted as a
corporate consultant to Riverfort Global Capital.
Mr Nesbitt previously served as CEO of Resource Mining
Corporation Limited and is currently the CEO of Australian Mines Limited, both
ASX-listed exploration companies focused on critical metals essential for the
green energy transition.
13. Principal terms of the Acquisition and Revolving Credit Facility
13.1 Principal terms of the Acquisition
Pursuant to the Acquisition Agreement, the Company has agreed to purchase the
substantial issued and outstanding share capital of the Target Entities from
S-Ventures along with certain debt obligations.
The consideration to be paid and/or satisfied includes:
● the payment of £3.5 million, comprising the issuance by the
Company to S-Ventures on Completion is to be satisfied by the allotment and
issue of 466,666,666 Consideration Shares at the Issue Price of 0.75 pence per
share, which will represent approximately 26.74 per cent. of the Enlarged
Issued Share Capital (based on the full £1.0 million Proposed Placing);
● the novation and capitalisation, in aggregate, £2,672,514 of
the debt obligations of S-Ventures and certain of S-Ventures' subsidiaries
which will be converted into 356,335,200 Loan Conversion Shares, representing
approximately 20.42 per cent. of the Enlarged Issued Share Capital (based on
the full £1.0 million Proposed Placing); and
● payment in cash of outstanding debts owed to designated
creditors of S-Ventures, which at the date of the Admission Document is
approximately £1.9 million.
As stated above, the Company will also assume responsibility for £1.9m of the
liabilities of S-Ventures. By virtue of the Acquisition the existing debts and
liabilities of the Target Entities will become debts and liabilities of the
Enlarged Group (as reflected in the Unaudited Pro Forma Financial Information
set out in Part IV of this document). The liability of S-Ventures under the
warranties and tax covenant in the Acquisition Agreement is limited to £1.
Completion is conditional on, inter alia, the approval of the Shareholders of
RGO to the Acquisition and Admission. It is also conditional on the approval
of the S-Ventures shareholders for the disposal of the Target Entities by
S-Ventures. Where any of the conditions are not satisfied on or prior to the
date falling three months after the date of the Acquisition Agreement (being
31 July 2025), under certain customary circumstances, either party to the
Acquisition Agreement has the right to terminate by way of notice to the other
party.
The Consideration Shares will (following issue) rank pari passu in all
respects with the Existing Ordinary Shares.
Further details of the Acquisition Agreement are set out in paragraph 9.2(f)
of Part V - Additional Information of this document.
13.2 Principal terms of the Revolving Credit Facility
On 1 May 2025 PCC (a Gibraltar regulated fund) entered into a revolving credit
facility with the Company for the subscription of non-convertible secured
notes. The key terms of the Revolving Credit Facility are:
● the Initial Advance;
● 10 monthly committed subscriptions producing net proceeds of
circa £50,000 each which may be drawn at the election of the Company. The
Company may drawdown at the end of month 1 following Admission and may defer
up to 3 monthly drawdowns provided that the maximum number of committed
subscriptions will be 10. The committed subscriptions are subject to customary
conditions of no Event of Default (and are not linked to share performance or
market conditions) All other drawdowns under the facility are at mutual
agreement;
● the Maximum Commitment;
● the Facility Fee;
● discount to face value of 15 per cent.;
● no interest shall accrue on the balance outstanding;
● 14-month term per note drawdown;
● the Redemption Fee
● prepayment at any time on 20 trading days' notice;
● Secured by way of a debenture granted by the Company; and
● WLP, Market Rocket and Pulsin will provide unsecured corporate
guarantee
This facility will be used to provide working capital and the Initial Advance
will close following Admission and conditional on full repayment and security
release of the existing Kratos loan. The facility has no conversion rights.
The Revolving Credit Facility is secured by a debenture and sums drawn under
the Revolving Credit Facility require the Company to issue 66,666,666 warrants
to PCC in connection with the Initial Advance under the Revolving Credit
Facility with an exercise price of 0.975 pence (being 130 per cent. of the
Placing Price) and which may be exercised at any time from Admission and the
fourth anniversary of Admission.
14. Details of the Placing
Fortified Securities have conditionally agreed to use its
reasonable endeavours as agent of the Company to procure subscribers for up to
133,333,333 Placing Shares at the Placing Price raising Gross Proceeds of up
to £1.0 million. As at the date of this document Fortified Securities has
received firm commitments for
£0.5 million and accordingly a minimum of 66,666,666
Placing Shares will be issued and allotted on Admission. The final Proposed
Placing results will be announced prior to the anticipated Admission. The
Proposed Placing is not underwritten.
The Proposed Placing is conditional on, inter
alia,Admission occurring on or before 8.00 a.m. on 30 May 2025 (or such later
date as Fortified Securities and the Company may agree, being not later than
31 July 2025).
The Placing Shares will be credited as fully paid and will,
on Admission, rank pari passu in all respects with all other Ordinary Shares
then in issue, including the right to receive all dividends or other
distributions declared, paid or made on or after Admission.
In accordance with the Placing Engagement Letter, Fortified
Securities will be entitled to (i) an introduction fee for the Acquisition
consisting of a cash sum (a portion of which will be used to subscribe for the
Fee Shares) and certain Adviser Warrants; and (ii) a placing fee for the
Proposed Placing comprising of a cash sum together with a certain amount of
Adviser Warrants, both of which to be calculated by reference to funds
raised pursuant to the Proposed Placing. At the date of this
document, it is expected that the Company will issue 13,274,213 Fee Shares and
a total of 29,881,760 Adviser Warrants to Fortified Securities. Further
details of the Adviser Warrants are set out at paragraph 9.2 (j) of Part V -
Additional Informationof this document.
The principal terms of the Placing Engagement Letter are
summarised in paragraph 9.2(e) of Part V - Additional Information of this
document.
15. Details of Loan Conversion
Conditional on Admission, the Company shall issue and allot
356,335,200 Loan Conversion Shares (in aggregate) to certain persons,
including Scott Livingston, Stephen Argent, Matthew Peck and Alex Phillips and
certain other lenders to S-Ventures, which will represent 20.42 per cent. of
the Enlarged Issued Share Capital (based on the full £1.0 million Proposed
Placing).
16. Details of capital structure
The Company has a pre-existing number of options in issue,
a new share option scheme that will be implemented at the time of the
Admission and there will be Warrants issued on Admission.
The New Ordinary Shares (being the Placing Shares, the
Consideration Shares, the Loan Conversion Shares and the Fee Shares) will
represent 55.56 per cent. of the Enlarged Issued Share Capital (based on the
full
£1.0 million Proposed Placing).
16.1 Pre-existing options
There are 33,800,000 pre-existing options in place over 33,800,000 new
Ordinary Shares. These pre- existing options have all vested and are
exercisable at a price of 1 pence until 11 February 2031.
Assuming all existing pre-existing options were exercised, the Company would
be required to issue and allot 33,800,000 new Ordinary Shares, which would
represent 1.94 per cent. of the Enlarged Issued Share Capital (based on the
full £1.0 million Proposed Placing).
16.2 Share options
In connection with the Acquisition, the Company will become the owner of a
number of operating businesses and will have an employee headcount of
approximately 104.
The Board shall adopt a new share-based incentive scheme, the Tooru plc 2025
Enterprise Management Incentive Scheme, which shall be effective conditional
on Admission, under which the Company may grant options over Ordinary Shares
in a tax efficient manner to eligible full-time employees of the Enlarged
Group and Executive Directors.
The purpose of the new incentive scheme is to enable the Company to recruit,
retain and incentivise selected key employees for the Enlarged Group and to do
so while reducing potential tax and national insurance liabilities for the
Company and such employees of the Enlarged Group.
These options will vest in three tranches: one third on Completion; one third
once the market price per Ordinary Share has increased by 100 per cent. from
the Placing Price; and one third once the market price per Ordinary Share has
increased by 200 per cent. from the Placing Price. The exercise price is the
Placing Price and they will have a 10-year life from Completion.
It has been agreed that certain Directors will receive awards of options
conditional only upon Admission and in respect of which vesting of which is
subject to certain performance criteria, as follows (the historic options held
by Philip Haydn-Slater and Nicholas Lee are also shown in the table and are
fixed numbers):
Name Number of Options Exercise Price Vesting/Performance Conditions
Philip Haydn-Slater 16,900,000 1p All vested
Philip Haydn-Slater Up to 8,325,364 0.75p Vesting in three tranches 33.3% on Admission, 33.3% when the Share Price
exceeds 100% of the Issue Price and 33.3% when the Share Price exceeds 200% of
the Issue Price
Nicholas Lee 16,900,000 1p All vested
Nicholas Lee Up to 24,976,091 0.75p Vesting in three tranches 33.3% on Admission, 33.3% when the Share Price
exceeds 100% of the Issue Price and 33.3% when the Share Price exceeds 200% of
the Issue Price
Scott Livingston Up to 149,856,544 0.75p Vesting in three tranches 33.3% on Admission, 33.3% when the Share Price
exceeds 100% of the Issue Price and 33.3% when the Share Price exceeds 200% of
the Issue Price
Alex Phillips Up to 8,325,364 0.75p Vesting in three tranches 33.3% on Admission, 33.3%
when the Share Price exceeds
100% of the Issue Price
and 33.3% when the Share
Price exceeds 200% of the Issue Price
Matthew Peck Up to 33,301,454 0.75p Vesting in three tranches 33.3% on Admission, 33.3% when the Share Price
exceeds 100% of the Issue Price and 33.3% when the Share Price exceeds 200% of
the Issue Price
Stephen Argent Up to 16,650,727 0.75p Vesting in three tranches 33.3% on Admission, 33.3% when the Share Price
exceeds 100% of the Issue Price and 33.3% when the Share Price exceeds 200% of
the Issue Price
The Remuneration Committee will consider further awards following Admission,
with a view to allowing other senior employees and managers to benefit from
performance-based awards based on a set key performance indicators of the
Enlarged Group.
A summary of the terms of the Tooru plc 2025 Enterprise Management Incentive
Scheme is in paragraph 10 of Part V - Additional Information of this document.
16.3 Warrants
There will be a total of 45,881,760 Adviser Warrants issued conditional on
Admission, each exercisable at the Placing Price and within a three-year
period from Completion.
In addition, the Company will issue 66,666,666 warrants to PCC in connection
with the Initial Advance under the Revolving Credit Facility with an exercise
price of 0.975 pence (being 130 per cent. of the Placing Price) and which may
be exercised at any time within four years from Admission.
Further terms of the Warrants are set out at paragraphs.2 (h), (i) and (j)
respectively of Part V - Additional Information of this document.
17. Reasons for Admission and use of Gross Proceeds
17.1 Reasons for Admission
The Company is seeking to make the Acquisition, which is classified as a
Reverse Takeover and, the Directors having considered various strategic
options, have concluded that seeking Admission of the Enlarged Issued Share
Capital to trading on AIM shall provide the Enlarged Group with:
● an enhanced public profile through increased press and media
coverage;
● a supportive group of investors and potential to access to
capital markets to assist in its growth;
● an opportunity to encourage the commitment and incentivise
long-term motivation and performance of its personnel;
● the possibility of using Ordinary Shares as consideration for
any future acquisitions; and
● liquidity for its Shareholders.
17.2 Use of Gross Proceeds
The Enlarged Group expects to receive Gross Proceeds of at least £0.5 million
from the Committed Placing (which net of the Placing commission amounts to
£475,000). The Gross Proceeds together with the existing RGO cash resources
of £2.0 million and the initial drawdown under the Revolving Credit Facility
of £0.3 million amounting to a total of £2.8 million are intended to be used
as follows:
● £1.5 million to repay certain debts owed to designated trade
and other creditors of S-Ventures;
● £0.6 million for the Expenses Payable in cash;
● £0.7 million to support the Enlarged Group's business plan;
and
and to provide working capital.
The Company will be able to draw down a further £0.5 million under the
Revolving Credit Facility. Any additional amount raised over and above the
Committed Placing will at the Directors discretion be either used to repay
other debts or for working capital.
18. Lock-in and orderly market undertakings
Details of the Lock-In and Orderly Market Agreements are
set out in paragraph 9.2(d) of Part V - Additional Information of this
document.
19. Name change
To reflect the business of the Enlarged Group, the Board
will be changing the name of the Company to: "Tooru plc". The change of name
will be effected by the Directors (in accordance with the articles of
association of the Company) and notified via a RIS prior to Admission. The
change of name shall become effective once the Registrar of Companies has
issued a new certificate of incorporation on the change of name, which is
expected to occur on or around 27 May 2025. The TIDM is expected to change to
AIM: "TOO" effective from Admission.
20. Dividend policy
The nature of the Company's business and business strategy
means that it is unlikely that the Directors would be in a position to
recommend a dividend in the short to medium terms following Admission of the
Enlarged Group. The Directors believe that the Company should seek to generate
capital growth for its Shareholders but may recommend distributions at some
future date, if and when it becomes commercially prudent to do so.
Accordingly, there be no assurance or expectation that the Company will
declare and pay, or have the ability to declare and pay, any dividends at any
point in the future.
21. Corporate governance
The Directors are committed to maintaining a high standard
of corporate governance and intend to comply with those aspects of the QCA
Code which they consider appropriate, taking into account the size of the
Company and the nature of its business.
Full details of how the Company intends to comply with the
QCA Code, from Admission, are set out in
Part III - Corporate Governance of this document.
22. Takeover Code
The Company is a public company incorporated in England
& Wales and its Ordinary Shares will be admitted to trading on AIM.
Accordingly, the Takeover Code applies to the Company.
The Takeover Code governs, inter alia, transactions which
may result in a change of control of a company to which the Takeover Code
applies. Under Rule 9.1 of the Takeover Code any person who acquires, whether
by a series of transactions over a period of time or not, an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which he is already interested or in which persons acting in concert with him
are interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code, that person will, except with the
consent of the Takeover Panel, be required to make a general offer to all the
remaining shareholders to acquire their shares. Similarly, Rule 9.1 of the
Takeover Code also provides that when any person, together with persons acting
in concert with him is interested in shares which in aggregate carry not less
than 30 per cent. of the voting rights of a company but does not hold shares
carrying more than 50 per cent. of such voting rights and such person, or any
person acting in concert with him, acquires an interest in any other shares
which increases the percentage of shares carrying voting rights in which he is
interested, then, except with the consent of the Takeover Panel, such person
shall extend offers, on the basis set out in Rules 9.3, 9.4 and 9.5 of the
Takeover Code, to the holders of any class of equity capital whether voting or
non-voting and also to the holders of any other class of transferable
securities carrying voting rights.
An offer under Rule 9 must be in cash and must be at the
highest price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the company in
question during the 12 months prior to the announcement of the offer.
Where any person who, together with persons acting in
concert with him, holds shares carrying more than 50 per cent. of the voting
rights of a company, and such person or any person acting in concert with him,
acquires any further shares carrying voting rights, the concert party as a
whole will not generally be required to make a general offer to the other
shareholders to acquire the balance of their shares, though Rule 9 of the
Takeover Code would remain applicable to individual members of a concert party
who would not be able to increase their percentage interests in the voting
rights of such company through or between Rule 9 thresholds without Takeover
Panel consent.
The Takeover Code defines persons "acting in concert" as
comprising persons who, pursuant to an agreement or understanding (whether
formal or informal), co-operate to obtain or consolidate control of a company
or to frustrate the successful outcome of an offer for a company. "Control"
means an interest, or interests, in shares carrying in aggregate 30 per cent.
or more of the voting rights of a company, irrespective of whether such
interest or interests give de facto control. A person and each of its
affiliated persons will be deemed to be acting in concert with each other. The
Takeover Code sets out a non-exhaustive list of persons who will be presumed
to be acting in concert with other persons in the same category unless the
contrary is established.
23. The Concert Party
The Concert Party has five members and is made up of:
● S-Ventures, which will be issued with the 466,666,666 Consideration
Shares, equivalent to 26.74 per cent. of the Enlarged Issued Share Capital
based on the full £1.0 million Placing and 27.81 per cent. based on the
Committed Placing of £0.5 million; and
● Scott Livingston and the following of his close relatives; his wife
Filomena Livingston; his sister Louisa Bohan; and his father Iain Livingston,
together comprising the Livingston Extended Family Members, who all hold
shares in S-Ventures, their aggregate holding being 50,904,772 shares (or 38.5
per cent. of the issued share capital of S-Ventures). Accordingly for the
purposes of the Takeover Code, the Livingston Extended Family Members are
considered to control S-Ventures for the purposes of the Takeover Code. Scott
Livingston is the founder of S-Ventures, who will remain a director and
substantial shareholder of S-Ventures following the Acquisition and is a
Proposed Director. As a result of the Loan Conversion, Scott Livingston will
receive 123,093,600 Loan Conversion Shares, equivalent to7.05 per cent. of the
Enlarged Issued Share Capital based on the full £1.0 million Placing and 7.33
per cent. based on the Committed Placing of £0.5 million.
Since the aggregate holding of the Concert Party upon the conclusion of the
Placing, the Acquisition and Admission would represent, based on the full
£1.0 million Placing, 33.80 per cent. of the Enlarged Issued Share Capital
(or 39.03 per cent. if Scott Livingston exercised all of his options and no
other options or warrants were exercised) or based on the Committed Placing of
£0.5 million 35.14 per cent. of the Enlarged Issued Share Capital (or 40.46
per cent. if Scott Livingston exercised all of his options and no other
options or warrants were exercised), the Acquisition and the Loan Conversion
would be subject to the obligations under Rule 9 that would require the
Concert Party to make a general offer to Shareholders to acquire their shares
in the Company. However, the Takeover Panel has given approval for waivers of
Rule 9 that would otherwise: (i) require the Concert Party to make such an
offer, subject to the approval of Independent Shareholders by the passing of
resolution 2 set out in the Notice of General Meeting on a poll; and (ii)
require the Scott Livingston to make such an offer if he were to exercise any
of his options, subject to the approval of Independent Shareholders by the
passing of resolution 3 set out in the Notice of General Meeting on a poll.
Furthermore the Concert Party will not be restricted from making an offer for
the Company in the event that resolution 2 set out in the Notice of General
Meeting is passed.
Details of the members of the Concert Party are set out in paragraph 2 of Part
II - Takeover Code Disclosures Relating to the Concert Party, Interests,
Dealings and Arrangements of the Approval Circular.
24. Taxation
Information regarding UK taxation is set out in paragraph 14 of Part V -
Additional Information of this document. That information is intended only as
a general guide to the current tax position under UK taxation law.
Shareholders who are in any doubt as to their tax position or who are subject
to tax in jurisdictions other than the UK are strongly advised to consult
their own independent financial adviser or other professional adviser
immediately.
25. Admission, settlement and CREST
Application will be made to the London Stock Exchange for
the Enlarged Issued Share Capital to be admitted to trading on AIM. It is
expected that Admission will become effective and dealings will commence in
the Enlarged Issued Share Capital at 8.00 a.m. on 28 May 2025.
The Ordinary Shares are not dealt on any other recognised
investment exchange and no application has been or is being made for the
Ordinary Shares to be admitted to any such exchange.
The Articles permit the Company to issue Ordinary Shares in
uncertificated form in accordance with the CREST Regulations. CREST is a
voluntary computerised share transfer and settlement system. The system allows
shares and other securities to be held in electronic form rather than paper
form.
Settlement of transactions in Ordinary Shares may take
place within the CREST system if any individual Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so and share certificates representing the New Ordinary Shares (comprising the
Placing Shares to be issued pursuant to the Placing, the Consideration Shares
to be issued to S-Ventures in connection with the Acquisition, the Loan
Conversion Shares to be issued in connection with the Loan Conversion and the
Fee Shares to be issued in accordance with the Placing Engagement Letter) are
expected to be despatched by post to such Shareholders by no later than 10
days after Admission, 2025, at the Shareholders' own risk.
The New Ordinary Shares will be issued in registered form.
The Register will be maintained by the Registrar.
It is expected that, subject to Admission, the Placing
Shares will be registered in the name of the Placee subscribing for them, the
Consideration Shares will be registered in the name of S-Ventures, the Loan
Conversion Shares will be registered in the name of the respective debtors,
the Fee Shares will be registered in the name of Fortified Securities, and in
each case issued or transferred either:
● in CREST, where such Shareholder so elects and only if such
Shareholder is a "system member" (as defined in the CREST Regulations) in
relation to CREST, with delivery (to the designated CREST account) of the New
Ordinary Shares expected to take place on 28 May 2025; or
● otherwise, in certificated form, with the relevant share certificate
expected to be despatched by post at the risk of such Shareholder by no later
than 10 days after Admission.
Pending despatch of definitive share certificates or crediting of CREST stock
accounts (as applicable), the Registrar will certify any instrument of
transfer against the Register.
The principal terms of the Placing arrangements are summarised in paragraph
9.2(e) of Part V - Additional Information of this document.
26. General Meeting and resolutions proposed
The purpose of the General Meeting is to seek the necessary
Shareholder approval to proceed with the Acquisition in accordance with the
requirements of AIM Rule 14 and to take new authorities to issue new Ordinary
Shares. The General Meeting has been convened by the Notice of General Meeting
sent to Shareholders set out in the Approval Circular separately from this
document.
26.1 Approval of the Acquisition
Rule 14 of the AIM Rules for Companies require that any
acquisition which would constitute a Reverse Takeover is approved by ordinary
resolution of Shareholders in general meeting. This is the purpose of
resolution 1 as set out in the Notice of General Meeting.
26.2 Rule 9 waivers
Resolutions 2 and 3 seek authority from Shareholders for
the waiver of the requirement on either the Concert Party or Scott Livingston
to make a general offer to the Shareholders pursuant to Rule 9 of the Takeover
Code as a result of the allotment and issue to them of certain Ordinary
Shares.
26.3 Directors' authority to allot shares
Resolutions 4 and 5 seek limited authority from
Shareholders for the Company to allot shares, and limited authority to allot
shares in particular circumstances without first offering them to existing
Shareholders. They enable the Company to (a) potentially make further
acquisitions using its shares as consideration; and (b) raise capital quickly
and easily when needed.
27. Additional information
You should read the whole of this document which provides
information on the Enlarged Group, the Ordinary Shares, the Fundraising, the
Acquisition, the issue of Consideration Shares, the Notice of General Meeting
and Admission and not rely on summaries or individual parts only.
Your attention is drawn to Part II - Risk Factors of this
document which contains certain risk factors relating to any investment in the
Company and to Part V - Additional Informationof this document which contain
further additional information on the Company.
Yours faithfully,
Philip Haydn-Slater
Non-Executive Chairman
Appendix Two
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Publication and posting the Admission Document, Circular
and the Form of Proxy to Shareholders 8 May
Latest time and date for receipt of completed Forms of Proxy and receipt of 11.00 a.m. on 22 May
electronic proxy appointments via the CREST system
General Meeting 11.00 a.m. on 27 May
Announcement of result of the General Meeting 27 May
Allotment of New Ordinary Shares 28 May
Acquisition Agreement unconditional, Admission effective and commencement of
dealings in the Enlarged Issued Share Capital on
AIM............................................................................................... 8.00 a.m. on 28 May
CREST accounts expected to be credited in respect of New Ordinary Shares in 28 May
uncertificated form
Definitive share certificates in respect of the New Ordinary Shares By the week commencing 9 June
(1) Unless otherwise stated, all references to time in this Circular and in
the above expected timetable of principal events are to the time in London,
United Kingdom.
(2) Some of the times and dates above are indications only and if any of the
details contained in the timetable above should change, the revised times and
dates will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
(3) Events listed in the timetable above are conditional upon, inter alia,
the passing at the General Meeting of the Resolutions.
Appendix Three
KEY STATISTICS AND DEALING CODES
Number of Existing Ordinary
Shares
775,404,187
Amount to be raised through Placing
1 up
to £1.0 million
Number of Placing Shares
up to 133,333,333
Number of Consideration
Shares
466,666,666
Number of Loan Conversion
Shares
356,335,200
Number of Fee
Shares
3,274,213
Number of New Ordinary Shares (in aggregate)
4 969,609,413
Number of Warrants on
Admission
112,548,427
Number of Options on
Admission
275,235,544
Enlarged Issued Share Capital on Admission
4 1,745,013,600
Percentage of Enlarged Issued Share Capital represented by the New Ordinary
Shares 4 55.56%
Fully diluted number of Ordinary Shares on Admission 4
2,006,130,903
Issue Price
0.75 pence
Gross Proceeds
at least £0.5 million
Expenses Payable
2 3 £0.6
million
Market capitalisation of the Company at the Issue Price on Admission
4
£13.0 million
1 This includes the Committed Placing of £0.5 million through
the issue of 66,666,666 Placing Shares. The Directors reserve the right to
increase the size of the Placing to meet demand.
2 Excluding any applicable VAT.
3 The Expenses will be borne by the Company in full, and no
Expenses will be charged to any investor by the Company.
4 Based on the Issue Price and assuming Placing of £1.0
million.
Each of the key statistics set out above assumes the passing of the
resolutions put to Shareholders at the General Meeting.
Current
TIDM
RGO
New
TIDM
TOO
ISIN
GB00BKKD0862
SEDOL
code
BKKD086
LEI
2138005S1G2RM953YX87
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