Potential sale of Subsidiaries Change in Year End
22/03/2024 07:00
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RNS Number : 8770H S-Ventures PLC 22 March 2024
S-VENTURES PLC
("S-Ventures" or the "Company")
£2m Fundraising
Potential sale of the Operating Subsidiaries of the Group
Change in Year End
Debt fundraising
S-Ventures plc (AQSE: SVEN) (OTCQB: SVTPF), the Company investing in and
growing exciting brands across the natural, wellness and food-tech categories,
is pleased to announce that it has agreed new loans amounting in aggregate to
£2m from Riverfort Global Opportunities plc ("RGO") (£1m) and Sherwood
International Holdings Ltd ("Sherwood") (£1m), an existing shareholder.
Each loan is for a term of 12 months with interest at 15%, together with a 5%
arrangement fee, and is repayable on maturity.
As part of these arrangements, the existing bridging loan provided by a Middle
Eastern family office, amounting to £1m and repayable in May 2024, has been
extended to November 2024. The lender has also been given the option to
convert the loan into equity in the event that the proposed transaction
referenced below is completed.
The loan from Sherwood may, at the election of the Company, be converted into
equity in the event that the proposed transaction outlined below between SVEN
and RGO is completed and the RGO loan would become an intercompany loan.
Potential sale of Operating Subsidiaries of the Group
In addition to the debt funding arranged above, the Company is in discussions
with RGO with respect to a potential sale of the Operating Subsidiaries and
novation of SVEN debts, (the "Business") to RGO (the "Proposed Transaction").
Under the Proposed Transaction, RGO would acquire 100% of the Business in
exchange for new shares in RGO issued to SVEN. The Proposed Transaction, if
finalised, would be a Reverse Takeover for RGO requiring, among other things,
the publication of an AIM Admission Document in respect of the enlarged group
and the approval of both RGO and SVEN shareholders.
For the avoidance of doubt, the Proposed Transaction is not expected to be
concluded by way of an offer under the Takeover Code.
The Proposed Transaction, if completed, would value the Business at £3.5
million based on the current issued share capital of SVEN. As disclosed by
the RGO Announcement of today, part of the rationale for the Proposed
transaction is to provide the SVEN businesses with access to further capital
to fund their investment and growth.
If the Proposed Transaction is successfully completed, the new shares in RGO
received by SVEN would be held by SVEN with a view to subsequently
distributing these shares to SVEN's shareholders in due course.
Change of Year end
The group has decided to change its year end from 30 September to 31 December
to bring it into line with that of its major trading subsidiary, Juvela. As
a result, Sven will release unaudited second interim results for the six month
period ended 30 September 2023 by the end of March 2024. The Group will
publish its audited results for the 15 month period ended 31 December 2023 by
end of June 2024.
Scott Livingston, CEO comments:
"We are delighted to announce this funding facility and proposed transaction.
Against the background of a very challenging environment over the past twelve
months within capital markets, we are pleased to further secure this
significant new funding. The combination with RGO would provide us with a
quotation on AIM and better access to new capital to support the growth and
development of the SVEN businesses. The commitment of our shareholders and
directors to this process is testament our belief in the businesses. "
For further information, please contact:
The Company +44 (0) 203 475 0230
Stephen Argent (Chief Financial Officer)
Scott Livingston (Chief Executive Officer)
AQSE Corporate Adviser and Broker: +44 (0) 20 3005 5000
VSA Capital Limited
Andrew Raca
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