REG - Tooru PLC - Result of WRAP Offer, Update on Fundraising & TVR

TooruAnnouncement

11/02/2026 07:00

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RNS Number : 4999S  Tooru PLC  11 February 2026

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OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

11 February 2026

 

Tooru Plc

("Tooru" or the "Company")

 

Result of WRAP Retail Offer, Update on Fundraising and TVR

 

Tooru, an AIM listed company focused on the branded health and wellness
sector, further to its Fundraising announcement published on 5 February 2026
at 16:00 (the "Fundraising RNS") and the WRAP Retail Offer announcement
published on 5 February 2026 at 17:46 (the "WRAP RNS"), is pleased to announce
the result of the WRAP Retail Offer and provide an update on the Fundraising.

 

The Company has raised gross proceeds of £80,340 from the WRAP Retail Offer
at the Pricing Price and will, accordingly, issue 32,136,000 WRAP Retail Offer
Shares pursuant to the WRAP Retail Offer.

 

The Company has also raised a further £100,000 pursuant to the Placing on the
same terms as set out in the Fundraising RNS.

 

Accordingly, in total, the Placing and the WRAP Retail Offer have raised gross
proceeds of approximately £980,000 for the Company, via the issue of the
360,000,000 Placing Shares and the 32,136,000 WRAP Retail Offer Shares all at
the Placing Price.

 

Additionally, as detailed in the Fundraising RNS, the Company is also issuing
120,000,000 Conversion Shares at the Placing Price.

 

Admission and Total Voting Rights

Applications have been made for a total of 512,136,000 new Ordinary Shares to
be admitted to trading on AIM. It is expected that admission of the
360,000,000 Placing Shares and the 120,000,000 Conversion Shares will become
effective and dealings in those shares will commence at 8:00am on 13 February
2026.  It is further expected that the admission of the 32,136,000 WRAP
Retail Offer Shares will become effective and dealings in those shares will
commence at 8:00am on 16 February 2026.

 

Upon admission of the Placing Shares, the Conversion Shares and the WRAP
Retail Offer Shares, the Company's issued ordinary share capital will comprise
2,190,482,930 Ordinary Shares with one voting right each (the "Enlarged TVR").
The Company does not hold any Ordinary Shares in treasury. This figure may be
used by Shareholders in the Company as the denominator for the calculations by
which they will 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.

 

All new Ordinary Shares, including the Placing Shares, the WRAP Retail Offer
Shares and the Conversion Shares, will be issued free of all liens, charges
and encumbrances and will, from respective admissions, rank pari passu in all
respects with the Company's existing Ordinary Shares.

 

Update to the percentages included in the Fundraising RNS based on the
Enlarged TVR

 

The table below shows the Directors' shareholdings after the issue of the
Placing Shares, the Conversion Shares and the WRAP Retail Offer Shares.

 

                   Current Number of Ordinary Shares   Number of New Ordinary Shares  Total Number of Ordinary Shares  % Enlarged TVR

 Nicholas Lee                   4,601,200              20,000,000                     24,601,200                       1.12%
 Scott Livingston  123,093,600                         60,800,000                              183,893,600             8.40%
 S-Ventures plc    466,666,666                         60,000,000                     526,666,666                      24.04%

 

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 the Placing, Conversion and WRAP Retail Offer, as from 16
February 2026 the aggregated Concert Party interest in the enlarged issued
share capital of the Company (as enlarged by the issue of the Placing Shares,
the Conversion Shares and the WRAP Retail Offer Shares) will be 32.44 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.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Fundraising RNS and / or WRAP RNS.

For further information, please contact:

 Tooru Plc                                                         +44 (0) 20 3475 0230

 Scott Livingston, CEO

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

 Roland Cornish / Asia Szusciak / Felicity Geidt

 Oberon Capital (Joint Broker and Lead Bookrunner to the Placing)  +44 (0) 20 3179 5300

 Nick Lovering / Adam Pollock / Aimee McCusker

 Winterflood Retail Access Platform                                WRAP@winterflood.com

 Sophia Bechev, Kaitlan Billings                                   +44 (0) 20 3100 0214

 

 

Further information on the Company can be found on its website at
www.tooruplc.com

 

The Company's LEI is 2138005S1G2RM953YX87

 

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction. This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Ordinary Shares in any
such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement may constitute forward-looking
statements which are based on the Company's expectations, intentions and
projections regarding its future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all matters that
are not historical facts. These forward-looking statements involve risks,
assumptions and uncertainties that could cause the actual results of
operations, financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses operate to
differ materially from the impression created by the forward-looking
statements. These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer was only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

 

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