PULSIN: ADJUSTMENT OF PURCHASE CONSIDERATION
17/06/2022 07:00
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RNS Number : 2266P S-Ventures PLC 17 June 2022
17 June 2022
S-VENTURES PLC
("S-Ventures" or the "Company")
PULSIN ACQUISITION: ADJUSTMENT OF PURCHASE CONSIDERATION
Further to our announcement of 26 July 2021 with respect to the acquisition of
Pulsin Limited ("Pulsin"), S-Ventures and the vendors of Pulsin have agreed
certain adjustments to the purchase consideration to be delivered in respect
of the acquisition. The combined effect of these adjustments is to cap
future potential cash consideration to £400,000 and to lower the effective
acquisition cost from the original £6.7 million to £5.5 million, based on
the closing mid-market share price at the time of the agreement.
The original projected consideration of £6.7 million was to be delivered via
the combination of £1.95 million in cash, £2.06 million in loan notes ("Loan
Notes"), the issue of 12,176,810 new ordinary shares in the Company and the
issuance of 3,000,000 deferred shares based on Pulsin's sales performance.
The new agreement on purchase consideration means the Loan Notes have been
fully satisfied by the issue of 2,642,856 new ordinary shares in the Company,
an immediate cash payment of £300,000 and a deferred cash payment of
£100,000 in December 2022.
Admission and Total Voting Rights
The application will be made for the 2,642,856 new ordinary shares being
issued immediately to be admitted to trading on the Access segment of the AQSE
Growth Market ("Admission"). Admission is expected to become effective on, or
around, 22 June 2022.
Following the Admission of the new ordinary shares, the issued share capital
of the Company will be 122,445,799 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 change to
their interest in, the Company under the FCA's Disclosure and Transparency
Rules.
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
About S-Ventures
S-Ventures is listed on UK AQUIS Exchange (Ticker Code "SVEN"). The Company
seeks to identify investment opportunities in the health & wellness,
organic food and wellbeing sectors within the UK and Europe, adding value by
providing capital and expertise to the target companies. The experience and
operational skills of the Board led by Scott Livingston (CEO) are intended to
act as an accelerator to smaller brands that have a solid foundation and
platform but may lack the skills and capital. The main objectives are to
cross-fertilise opportunities between the target companies and scale the
individual entities and look for exit opportunities and/or synergistic
collaborations through scaling we seek to create significant value for all
stakeholders. Since listing on AQSE in September 2020, the Company has
acquired significant interests in seven companies.
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