Fundraising, Issue of Equity, PDMR Dealings & TVR
05/02/2026 16:00
RNS Number : 9445R
Tooru PLC
05 February 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF AFRICAN PIONEER PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
5 February 2026
Tooru plc
("Tooru" or the "Company")
Fundraising, Issue of Equity, Directors Dealings
and Total Voting Rights
Tooru, an AIM listed company focused on the branded health and wellness sector, is pleased to announce that it has issued equity to a value of £ 1.1 million, before expenses, through a £800,000 placing of ordinary shares of £0.0001 (the "Ordinary Shares") (the "Placing") and a £300,000 conversion of debt ("Conversion"), both at a price per share of 0.25 pence (the "Placing Price"). The Placing Price is equal to the closing share price on 4 February 2026 of 0.25 pence.
The net proceeds of the Placing will be used for general working capital purposes, including investment in stock in Pulsin, which is focused on healthy protein bars, nutritional snacks and keto bars with an ethical/sustainable agenda, and for investment in the working capital requirements of acquisition opportunities.
Tooru is also pleased to announce the appointment of Oberon Capital as a Joint Broker, with immediate effect, and that Oberon Capital acted as Lead Bookrunner to the Placing. Oberon Capital is a trading name of Oberon Investments Limited.
Placing
The Company has raised £800,000 in cash before expenses at the Placing Price through the issue of 320,000,000 new Ordinary Shares (the "Placing Shares") conditional only upon admission of the Placing Shares to trading on AIM (the "Admission"). The Placing includes a subscription of £52,000 in cash for 20,800,000 Placing Shares by Scott Livingston, the CEO of the Company.
Conversion
To conserve working capital the Company has agreed to convert some of its debt into equity at the Placing Price. A total of £150,000 owed to two Directors (£50,000 to Nicholas Lee and £100,000 to Scott Livingston) is being settled by the issue of 60,000,000 new Ordinary Shares and £150,000 due to S-Ventures plc is being settled by the issue of 60,000,000 new Ordinary Shares, both at the Placing Price (together the "Conversion Shares"). The table below shows the Directors' shareholdings after the issue of the Placing Shares and the Conversion Shares.
| Name | Current Number of Ordinary Shares held | Number of New Ordinary Shares | Total Number of Ordinary Shares | % Enlarged TVR |
| Nicholas Lee | 4,601,200 | 20,000,000 | 24,601,200 | 1.16% |
| Scott Livingston | 123,093,600 | 60,800,000 | 183,893,600 | 8.68% |
| S-Ventures plc | 466,666,666 | 60,000,000 | 526,666,666 | 24.86% |
| Tooru plc Scott Livingston, CEO | Tel: +44 (0) 20 3475 0230 |
| Beaumont Cornish Limited(Nominated Adviser) Roland Cornish / Asia Szusciak / Felicity Geidt | Tel: +44 (0) 20 7628 3396 |
| Oberon Capital(Joint Broker and Lead Bookrunner to the Placing) Nick Lovering / Adam Pollock / Aimee McCusker | Tel: +44 (0) 20 3179 5300 |
| Fortified Securities(Joint Broker) Guy Wheatley / Mark Wheeler | Tel: +44 (0) 20 7186 9950 |
| Shard Capital Partners LLP(Joint Broker) Damon Heath / Erik Woolgar | Tel: +44 (0) 20 7186 9950 |
| Details of the person discharging managerial responsibilities / person closely associated | ||||||||
| a) | Name | Nick Lee | ||||||
| 2 | Reason for notification | |||||||
| a) | Position / status | Non-Executive Chairman | ||||||
| b) | Initial notification/Amendment | Initial | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Tooru Plc | ||||||
| b) | LEI | 2138005S1G2RM953YX87 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.0001 ISIN: GB00BKKD0862 | ||||||
| b) | Nature of the transaction | Share conversion | ||||||
| c) | Price(s) and volumes(s) |
| ||||||
| d) | Aggregated information Aggregate volume Price(s) | N/A | ||||||
| e) | Date of the transaction | 2026-02-05 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| Details of the person discharging managerial responsibilities / person closely associated | |||||||||||
| a) | Name | (1) Scott Livingston (2) S-Ventures plc | |||||||||
| 2 | Reason for notification | ||||||||||
| a) | Position / status | (1) Chief Executive Officer of Tooru plc (2) Substantial Shareholder in Tooru plc and a person closely associated with Scott Livingston who is Non-Executive Chairman of S-Ventures plc and its controlling shareholder | |||||||||
| b) | Initial notification/Amendment | Initial | |||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
| a) | Name | Tooru Plc | |||||||||
| b) | LEI | 2138005S1G2RM953YX87 | |||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.0001 ISIN: GB00BKKD0862 | |||||||||
| b) | Nature of the transaction | Placing and share conversion | |||||||||
| c) | Price(s) and volumes(s) |
| |||||||||
| d) | Aggregated information Aggregate volume Price(s) | 120,800,000 0.25p | |||||||||
| e) | Date of the transaction | 2026-02-05 | |||||||||
| f) | Place of the transaction | Outside a trading venue | |||||||||