Acquisition of Hero UK Ltd Trading as Juvela
15/12/2022 07:00
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RNS Number : 7452J S-Ventures PLC 15 December 2022
15(th) December 2022
S-VENTURES PLC
("S-Ventures" or the "Company")
Acquisition of Hero UK Ltd Trading as Juvela
S-Ventures plc (AQSE: SVEN) (OTCQB: SVTPF), the enterprise company investing
in and growing exciting brands across the natural, wellness and food-tech
categories, is pleased to announce the acquisition of 100% of the share
capital of Hero UK Ltd trading as Juvela ("Juvela"") (the "Acquisition"). Hero
UK has been acquired from the Hero Group, a Swiss consumer foods group (the
"Vendor"). The company manufactures and distributes a range of branded
gluten free products under the Juvela brand which include a high quality and
tasty free-from range of breads, mixes and pastas sold in the UK retail and
pharmacy markets.
Terms of the Acquisition
S-Ventures plc has agreed to acquire Juvela from the Vendor for a
consideration of £8m cash and five million new ordinary shares in S-Ventures.
The cash is split £6.5m on completion and £1.5m deferred plus 8% interest,
payable in September 2023.
The five million shares to be issued to Hero Group as part of the
consideration, will represent 3.8% of the Company's enlarged share capital and
will make Hero group a new shareholder and partner in S-Ventures PLC.
The Hero Group is an international food company focused on branded nutritional
food products which generated revenues of CHF 1.14 billion in 2021. The Group,
boasts a global footprint and its portfolio consists of many well-known
international and local brands.
In order to provide funding for the Acquisition and for general working
capital needs, S-Ventures PLC has also entered into new loan facilities
provided by Shawbrook Bank Limited including a four year term loan of £5.5m
and a £500,000 revolving credit facility.
About Juvela
Juvela is a business manufacturing and distributing gluten-free and free-from
products from its factory in Pontypool, Wales. They have been manufacturing
gluten free food for people diagnosed with coeliac disease for over 25 years
and are the leading brand serving the UK coeliac community under the brand
name Juvela. The product range also includes bread, flour mixes, breakfast
cereals, pasta, pizza bases, crackers and biscuits.
In the year ended 31 December 2021, Juvela achieved a gross revenue of £8.8
million and has continued to operate profitably this year with expected gross
sales of £8.6 million. The net assets acquired amounted to £7.5m.
Further information on Juvela may be found at: https://www.juvela.co.uk
(https://www.juvela.co.uk)
Investment Rationale
The synergies between the Group's existing brands and Juvela are extensive
with many opportunities to combine resources and cross fertilise brands and
distribution channels, especially with the Group's Lizza business, acquired in
September 2022, which owns a large factory and free-from facility in
Frankfurt.
The UK free-from market also presents a significant growth opportunity for
S-Ventures having grown at a compound annual growth rate of 6.7% between 2019
to 2021 to £1.86billion, according to the UK Free From Grocery & Pharmacy
Market report. The Company believes that this sector is very promising with
the potential for substantial future growth.
Change of Name
Hero UK Ltd will change its name on completion of the transaction to Juvela
Limited.
Admission
Application has been made for the 5,000,000 new Ordinary Shares, which will
rank pari passu with the existing Ordinary Shares in issue, to be admitted to
trading on the Aquis Stock Exchange Growth Market ("Admission"). Admission is
expected to occur at 8:00 a.m. on, or around, 20 December 2022.
Total Voting Rights
Following the issue of the 5,000,000 new ordinary shares, the issued share
capital of the Company will be 130,571,687 Ordinary Shares. This figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interests in, or changes
to their interests in, the Company under the FCA's Disclosure and Transparency
Rules.
Scott Livingston, the Founder and CEO of S-Ventures comments:
"We are delighted to add the Juvela business to our platform. We welcome Hero
Group as new shareholders and are excited about the opportunity this
acquisition brings to drive substantial growth and value for all our
shareholders. It has been a pleasure working with Hero on this transaction."
Rob Versloot, CEO of the Hero Group, comments:
"We are very pleased to have found an ideal home where Juvela can grow to its
full potential alongside other similar companies. The divestment is part of
our company's long-term strategy and supports the Hero Group's focus on its
core categories of Baby and Toddler Food and Snacks, Healthy Snacks, and
Natural Spreads."
For further information, please contact:
The Company +44 (0) 1932 400 224
Robert Hewitt (Chief Financial Officer)
Scott Livingston (Chief Executive Officer)
AQSE Corporate Adviser and Broker: +44 (0) 20 3005 5000
VSA Capital Limited
Andrew Raca - Corporate Finance
Andrew Monk - Corporate Broking
IFC Advisory (Financial PR) +44 (0) 20 3934 6630
Graham Herring
Tim Metcalfe
Florence Chandler
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