REG - Tooru PLC - Fundraising, Issue of Equity, PDMR Dealings & TVR

TooruAnnouncement

05/02/2026 16:15

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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%

 

 

Related Party Transaction

 

As set out above, two Directors have invested the equivalent of £202,000 and
S-Ventures plc has invested an equivalent of £150,000 as part of the Placing
and Conversion (together the "Transaction"). This further increases the
significant investment that the Board already has in the Company, both
directly and indirectly, thereby demonstrating the Board's commitment to the
business and its future.

 

As Scott Livingston and Nicholas Lee are Directors of the Company and
S-Ventures plc (of which Scott Livingston is Non-Executive Chairman and
together with his family, have a 38.5% shareholding), with its current direct
interest of 27.81% in the Company's existing Ordinary Shares, is a substantial
shareholder in Tooru, together, all three are related parties under the AIM
Rules. The participation in the Transaction is therefore a related party
transaction for the purposes of Rule 13 of the AIM Rules. Accordingly, the
independent Directors of the Company being Philip Haydn-Slater, Alex Phillips
and Stephen Argent, consider, having consulted with Beaumont Cornish Limited,
the Company's Nominated Adviser, that the terms of the Transaction are fair
and reasonable insofar as the Company's shareholders are concerned.

 

The Retail Offer

 

The Company intends to provide retail investors with the opportunity to
subscribe for shares in the Company through a retail offer, to raise an
additional amount of up to £250,000 through the issue of up to 100 million
Ordinary Shares (the "Retail Offer") at a price of 0.25 pence per share (so
the Placing Price). The Retail Offer will be conducted via the Winterflood
Retail Access Platform ("WRAP"), and a separate announcement will be made in
due course regarding the Retail Offer and its terms.

 

Admission and Total Voting Rights

 

Application will be made to the London Stock Exchange for admission of a
total of 440,000,000 Ordinary Shares, comprising 320,000,000 Placing Shares
and 120,000,000 Conversion Shares ("New Ordinary Shares") to trading on AIM
("Admission"). Admission is expected to become effective, and dealings in the
New Ordinary Shares are anticipated to commence on or around 13 February
2026.

 

Following Admission, the issued share capital and total voting rights of the
Company will be 2,118,346,930. Shareholders may use this figure as the
denominator to determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

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") certain persons,
comprising S-Ventures plc and Scott Livingston and his close relatives, held
in aggregate an interest in 35.14 per cent. (so >30 per cent.) of the
Company's then issued share capital were deemed to be acting in concert.

As a result of this Transaction, on Admission the aggregated Concert Party
interest in the enlarged issued share capital of the Company (as enlarged by
the issue of the Placing Shares and the Conversion Shares) will be 33.54 per
cent. Accordingly, given the aggregate Concert Party interest is below 50 per
cent. level but the Concert Party will continue to hold more than 30 per cent.
of the voting rights of the Company, any further purchase by a Concert Party
member would trigger an obligation to make a mandatory takeover offer under
Rule 9 of the Takeover Code. If a Concert Party member is in any doubt about
the current position, it should consult the Company and seek their own
financial advice from an appropriately authorised stockbroker, bank manager,
solicitor, accountant or other independent financial adviser who, if taking
advice in the United Kingdom, is duly authorised under the Financial Services
and Markets Act 2000 ("FSMA").

An offer under Rule 9 of the Takeover Code must be made in cash and at the
highest price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the Company during
the 12 months prior to the announcement of the general offer.

 

Scott Livingston, Chief Executive commented:

"I would like to thank existing and new shareholders for the support and
participation in this fundraise. Tooru is seeing numerous opportunities for
growth, both within its current portfolio, and through the addition of new
brands and the additional funds will primarily be applied to these
opportunities."

 

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 and Lead Bookrunner to the Placing)  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 Directors/Persons Discharging Managerial
Responsibility and Connected Persons

     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      Ordinary Shares of £0.0001

     Identification code

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

         Price(s)  Volumes(s)
                                                                      Ordinary Shares  0.25p     20,000,000
 d)  Aggregated information

     Aggregate volume                                                  N/A

     Price(s)
 e)  Date of the transaction                                          2026-02-05
 f)  Place of the transaction                                         Outside a trading venue

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      Ordinary Shares of £0.0001

     Identification code

                                                                      ISIN: GB00BKKD0862
 b)  Nature of the transaction                                        Placing and share conversion
 c)  Price(s) and volumes(s)

         Price(s)  Volumes(s)
                                                                      Scott Livingston  0.25p     - 20,800,000 Placing Shares

                                                                                    -40,000,000 Conversion Shares
                                                                      S-Ventures plc    0.25p     60,000,000 Conversion Shares
 d)  Aggregated information

     Aggregate volume                                                 120,800,000

     Price(s)                                                         0.25p
 e)  Date of the transaction                                          2026-02-05
 f)  Place of the transaction                                         Outside a trading venue

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

 

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