REG - AIM RiverFort Global Opp - Schedule 1 - Riverfort Global Opportunities plc

TooruAnnouncement

09/05/2025 16:00

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RNS Number : 1358I  AIM  09 May 2025

  ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN
 ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Riverfort Global Opportunities Plc (the "Company" or "RGO")

 To be renamed Tooru Plc on Admission.

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Registered Office Address:

 Suite 39, 18 High Street

 High Wycombe

 Buckinghamshire

 HP11 2BE

 Registered Office Address (from Admission):

 121 Sloane Street

 London

 SW1X 9BW

 COUNTRY OF INCORPORATION:

 United Kingdom

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 Current: https://riverfortglobalopportunities.com/
 (https://riverfortglobalopportunities.com/)

 From Admission: www.tooru.co.uk (http://www.tooru.co.uk)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 Following completion of the proposed acquisition by the Company of the
 substantial issued and outstanding share capital of We Love Purely Limited,
 Pulsin Ltd, Market Rocket Limited, and Juvela Limited (and S-Ventures
 Acquisitions Limited, which is a holding company of Juvela Limited with no
 business operations) along with certain debt obligations (together, the
 "Target Entities") currently subsidiaries of S-Ventures plc ("SVEN"), a
 company listed on the AQSE Growth Market (the "Transaction"), RGO (to be
 renamed Tooru Plc on Admission) will become an operating company focused on
 the health and wellness sector mostly within the United Kingdom.  The Group
 will comprise the following businesses:

 WLP

 We Love Purely Limited ("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 and are distributed through various retail and online
 channels across the UK and Europe, including major supermarkets, health stores
 and e-commerce platforms.

 Pulsin

 Pulsin Ltd ("Pulsin") specialises in plant-based nutrition technology, which
 manufactures and sales 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 specialised
 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.

 Juvela

 Juvela Limited ("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.
 Juvela has a dedicated gluten-free bakery with master bakers based in South
 Wales and an office in Liverpool.

 Market Rocket

 Market Rocket Limited ("Market Rocket") is a trusted digital partner agency
 for global recognised Fortune 500 and market-disrupting brands alike. 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".

 Pursuant to Rule 14 of the AIM Rules for Companies, the Transaction
 constitutes a reverse takeover. Shareholder approval for the Transaction is
 being sought at a general meeting to be convened by the Company.
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of 0.01 pence each ("Shares") for which Admission is
 being sought: up to 1,745,013,600 Shares

 The Shares are and will remain freely transferable and have no restrictions as
 to transfer placed on them.

 The issue price of the new Shares: 0.75 pence (the "Issue Price").

 No Shares are or will be held in treasury.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: between £0.5 million to £1 million

 Anticipated market capitalisation on Admission between £12.5 million to £13
 million at the Issue Price

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 between 49.57% and 47.68%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 N/A

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Existing Directors:

 Philip Haydn-Slater (Non-Executive Chairman)*

 Nicholas ("Nick") Lee (Investment Director; Executive Director)**

 Amanda Marziliano Van Dyke (Non-Executive Director)***

 Andrew Luke Nesbitt (Non-Executive Director)***

 * assuming role of Independent Non-Executive Director conditional on Admission

 ** assuming role of Non-Executive Chairman conditional on Admission

 ***retiring conditional on Admission

 Proposed Directors:

 Scott Paul Livingston (Chief Executive Officer; Executive Director)

 Stephen Argent (Chief Financial Officer; Executive Director)

 Matthew ("Matt") Arthur Henry Peck (Chief Digital Officer; Executive Director)

 Alexander ("Alex") James Bevan Phillips (Independent Non-Executive
 Director)

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):
 Name                                             Number of Existing Ordinary Shares  Percentage of Existing Issued Share Capital  Number of Ordinary Shares on Admission  Percentage of Enlarged Issued Share Capital on Admission based only on
                                                                                      Committed Placing of £0.5m

                                                                                                                          Percentage of Enlarged Issued Share Capital on Admission based on full Placing
                                                                                                                          of £1.0 m
 Premier Miton Group plc                          96,585,003                          12.46%                                       123,251,669                             7.34%                                                                   7.06%
 Canaccord Genuity Group (discretionary clients)  53,500,000                          6.90%                                        53,500,000                              3.19%                                                                   3.07%
 Miton UK MicroCap Trust plc                      47,170,811                          6.08%                                        47,170,811                              2.81%                                                                   2.70%
 Riverfort Global Capital Ltd                     37,545,600                          4.84%                                        37,545,600                              2.24%                                                                   2.15%
 DB Value Investments Ltd                         34,500,000                          4.45%                                        34,500,000                              2.06%                                                                   1.98%
 Shakoor Capital Limited                          31,500,000                          4.06%                                        31,500,000                              1.88%                                                                   1.81%
 Rulegale Nominees Limited                        26,500,000                          3.42%                                        26,500,000                              1.58%                                                                   1.52%
 James Lewis                                      24,295,454                          3.13%                                        24,295,454                              1.45%                                                                   1.39%
 S-Ventures plc                                   -                                   -                                            466,666,666                             27.81%                                                                  26.74%
 Scott Livingston & connected persons*            -                                   -                                            123,093,600                             7.33%                                                                   7.05%
 Sherwood International Holdings Ltd              -                                   -                                            160,000,000                             9.53%                                                                   9.17%

 

 * Scott Livingston and the following of his close relatives; his wife Filomena
 Livingston; his sister Louisa Bohan; and his father Iain Livingston

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 None

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         31 December

 (ii)        30 June 2024 (unaudited interim financial information)

 (iii)       30 June 2025 (audited annual report for the period ended 31
 December 2024)

       30 September 2025 (unaudited half-year report for the period ended
 30 June 2025) and 30 June 2026 (audited annual report for the period ended 31
 December 2025)

 EXPECTED ADMISSION DATE:

 28 May 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Beaumont Cornish Limited:

 Building 3, 566 Chiswick High Road

 London

 W4 5YA

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Fortified Securities:

 162 Buckingham Palace Road

 London SW1W 9TR

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The AIM Admission Document, which will contain full details of the applicant
 and admission of its securities, will be available:

 Prior to Admission from https://riverfortglobalopportunities.com/
 (https://riverfortglobalopportunities.com/)

 Conditional on Admission from www.tooru.co.uk (http://www.tooru.co.uk)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Code (2023)

 DATE OF NOTIFICATION:

  9 May 2025

 NEW/ UPDATE:

 New

 

 

* Scott Livingston and the following of his close relatives; his wife Filomena
Livingston; his sister Louisa Bohan; and his father Iain Livingston

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December

(ii)        30 June 2024 (unaudited interim financial information)

(iii)       30 June 2025 (audited annual report for the period ended 31
December 2024)

      30 September 2025 (unaudited half-year report for the period ended
30 June 2025) and 30 June 2026 (audited annual report for the period ended 31
December 2025)

 

EXPECTED ADMISSION DATE:

 

28 May 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Beaumont Cornish Limited:

 

Building 3, 566 Chiswick High Road

London

W4 5YA

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Fortified Securities:

 

162 Buckingham Palace Road

London SW1W 9TR

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The AIM Admission Document, which will contain full details of the applicant
and admission of its securities, will be available:

Prior to Admission from https://riverfortglobalopportunities.com/
(https://riverfortglobalopportunities.com/)

Conditional on Admission from www.tooru.co.uk (http://www.tooru.co.uk)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Code (2023)

 

DATE OF NOTIFICATION:

 

 9 May 2025

 

NEW/ UPDATE:

 

New

 

 

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