REG - Tooru PLC - Director/PDMR Shareholding

TooruAnnouncement

06/03/2026 17:15

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RNS Number : 7461V  Tooru PLC  06 March 2026

6 March 2026

 

Tooru plc

("Tooru" or the "Company")

 

Director's Dealings / PDMR Shareholding

 

Tooru, an AIM listed company focused on the branded health and wellness
sector, announces that it has been informed by Scott Livingston, the Company's
CEO, that between 27 February 2026 and 04 March 2026 he acquired a total of
10,160,333 (including 1,513,838 into SIPP) ordinary shares of 0.01p each (the
"Ordinary Shares") in the Company at an average price of 0.2422p per Ordinary
Share.

 

Following these purchases, Scott Livingston now has a direct interest in
194,053,933 Ordinary Shares, representing 8.86 per cent. of the Company's
issued share capital.

 

Concert Party

 

As disclosed in the Company's circular dated 8 May 2025 for the purposes of
the City Code on Takeovers and mergers (the "Takeover Code") S-Ventures plc
and Scott Livingston and his close relatives, who at the time held in
aggregate an interest in 35.14 per cent.  of the Company's then issued share
capital, were deemed to be acting in concert.

 

As a result of the Placing, Conversion and WRAP Retail Offer the results of
which were announced on 11 February 2026, the aggregated interest of the
Concert Party was diluted to 32.44 per cent.

 

Pursuant to Note 11 to Rule 9.1 of the Takeover Code, following dilution of
the interest of the Concert Party, and subject to certain conditions and
limitations, a subsequent acquisition of an interest in further shares without
incurring an obligation to make an offer under Rule 9 is permissible.

 

Scott Livingston has relied on Note 11 to Rule 9.1 dispensation when acquiring
the Ordinary Shares as set out above. Following this purchase the Concert
Party is interested in aggregate in 32.90 per cent. of the Company's issued
share capital.

 

 

Enquiries:

 

 Tooru plc                                         Tel: +44 (0) 20 3475 0230

 Scott Livingston, CEO

 Beaumont Cornish Limited (Nominated Adviser)       Tel: +44 (0) 20 7628 3396

 Roland Cornish / Asia Szusciak / Felicity Geidt

 Oberon Capital (Joint Broker)                     Tel: +44 (0) 20 3179 5300

 Nick Lovering / Adam Pollock / Aimee McCusker

 Fortified Securities (Joint Broker)                Tel: +44 (0) 20 7186 9950

 Guy Wheatley / Mark Wheeler

 Shard Capital Partners LLP (Joint Broker)          Tel: +44 (0) 20 7186 9950

 Damon Heath / Erik Woolgar

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

Appendix 1

 Notification of Transactions of Director/Person Discharging Managerial
Responsibility and Connected Persons

 

     Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                             Scott Livingston

 2   Reason for notification
 a)  Position / status                                                Chief Executive Officer of Tooru plc
 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      Ordinary Shares of £0.0001

     Identification code

                                                                      ISIN: GB00BKKD0862
 b)  Nature of the transaction                                        Purchases
 c)  Price(s) and volumes(s)

Volumes                                                                         Prices
                                                                                                      1,310,127                                        0.237p
                                                                                                      1,998,396                                        0.2495p
                                                                                                          842,198                                      0.237p
                                                                                                          843,882                                      0.237p
                                                                                                          821,594                                      0.249p
                                                                                                          806,468                                      0.2475p
                                                                                                          835,150                                      0.2395p
                                                                                                                                                       0.247p
                                                                      95,000
                                                                                                      2,002,408                                        0.2495p
                                                                                                          119,587                                      0.233p
                                                                                                          100,823                                      0.244p
                                                                                                          100,906                                      0.2438p
                                                                                                          100,906                                      0.2438p
                                                                                                                                                       0.242p
                                                                      98,764
                                                                                                                                                       0.233p
                                                                      84,124
 d)  Aggregated information

     Aggregate volume                                                 Total 10,160,333 ORDs

     Price(s)                                                         Average price 0.2422p

 e)  Date of the transaction                                          Between 2026-02-27 and 2026-03-04
 f)  Place of the transaction                                         AIMX

d)

Aggregated information

Aggregate volume

Price(s)

 

Total 10,160,333 ORDs

Average price 0.2422p

 

e)

Date of the transaction

Between 2026-02-27 and 2026-03-04

f)

Place of the transaction

AIMX

 

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