RiverFort Global announces reverse takeover and rebranding

LONDON - RiverFort Global Opportunities plc (AIM:RGO), a company previously focused on investment activities, has entered into a sale and purchase agreement to acquire the business of S-Ventures plc, consisting of various subsidiaries in the health and wellness sector. This acquisition, which will transform RiverFort from an investing entity to an operating company, is classified as a reverse takeover under the AIM Rules for Companies.

The transaction includes the issuance of Consideration Shares, Loan Conversion Shares, and Fee Shares, along with a proposed placement to raise up to £1 million at an issue price of 0.75 pence per share. As of the announcement, £0.5 million has been firmly committed, with final results to be disclosed prior to the anticipated admission of the enlarged share capital to AIM.

The acquisition targets include We Love Purely Limited, known for plantain-based snacks; Pulsin Ltd, a plant-based nutrition technology company; Juvela Limited, a provider of gluten-free foods; and Market Rocket Limited, a digital partner agency. These entities will contribute to RiverFort’s repositioning as a health and wellness operating company on AIM.

Upon completion, RiverFort will trade under the new name "Tooru plc" with a new TIDM of "TOO". The rebranding and transaction are contingent upon shareholder approval, with a general meeting scheduled for 11:00 a.m. (London time) on May 27, 2025. The admission document and circular detailing the proposed transaction are available on the company’s website.

The acquisition will result in a concert party holding a significant share of the enlarged company’s capital, leading to the application of waivers under Rule 9 of the Takeover Code. These waivers, subject to shareholder approval, will prevent the concert party from being obligated to make a general offer to acquire additional shares.

The board of RiverFort expressed confidence in the acquisition’s potential to create immediate and future value for shareholders. Scott Livingston, CEO of SVEN, echoed this sentiment, highlighting the growth potential and synergies between the entities.

The restoration of trading of RiverFort’s ordinary shares on AIM will occur at 07.30 (London time) on Friday, May 9, 2025, following the suspension due to the reverse takeover announcement on March 22, 2024.

This announcement is based on a press release statement and contains no promotional language or subjective assessment, focusing solely on the facts of the proposed transaction.

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