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LONDON - S-Ventures PLC, a company focused on health and wellness, has agreed to sell the majority of its operating subsidiaries to RiverFort Global Opportunities PLC in a transformative deal. The transaction, which is conditional upon shareholder approval at a General Meeting scheduled for May 27, 2025, will see S-Ventures become a cash shell company.
S-Ventures (AQSE:SVEN) will transfer its business entities and liabilities to RiverFort Global Opportunities (AIM:RGO), which will subsequently trade as Tooru plc (AIM:TOO). The deal involves S-Ventures receiving 466,666,666 new ordinary shares in RGO, equivalent to £3.5 million, and the novation of approximately £2.7 million in obligations to RGO. Additionally, S-Ventures will issue one new ordinary share to RGO to capitalize on approximately £1.5 million debt and will receive about £0.8 million in cash from RGO to settle current creditors.
RGO plans to issue new shares for the conversion of S-Ventures’ obligations and a placement of new ordinary shares to raise up to £1 million. This issuance will expand RGO’s total share capital to 1,745,013,600 ordinary shares, with the new shares from S-Ventures representing approximately 26.7%.
The transaction will leave S-Ventures with an estimated unaudited net asset value of £3.58 million upon completion. S-Ventures will explore ways to realize value from its investment in RGO, potentially through a distribution of the Consideration Shares to its shareholders.
Board changes are also anticipated following the completion of the transaction, with Stephen Argent and Alex Phillips stepping down, and Scott Livingston taking the role of Non-Executive Chairman, while Bhanu Choudhrie will continue as Non-Executive Director.
In a trading update, S-Ventures reported that sales have been broadly consistent with the first half of the previous year and that the financial year beginning January 1, 2025, continues to follow this trend.
Scott Livingston, CEO of S-Ventures, expressed confidence in the portfolio’s growth potential and the benefits of the combination with RGO. He remarked on the strong brands within the portfolio and the potential unlocked by reducing leverage through the transaction.
The announcement is based on a press release statement and is intended to provide shareholders and the market with factual information regarding the proposed transaction.
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