S-Ventures completes subsidiary disposal, becomes cash shell

LONDON - S-Ventures PLC (AQSE:SVEN) has successfully concluded the sale of its principal operating subsidiaries to Tooru PLC (AIM:TOORU), as per the resolutions passed in a General Meeting (GM) on Tuesday. Shareholders of both S-Ventures and Tooru ratified the transaction, which involved the transfer of S-Ventures’ key businesses and liabilities to Tooru.

The divestment includes brands such as Pulsin, Juvela, S Ventures Acquisitions, Market Rocket, and an 85.1% stake in We Love Purely. With the completion of this transaction, S-Ventures will hold approximately 26.7% of Tooru’s enlarged share capital, equivalent to 466,666,666 new ordinary shares.

The strategic move transforms S-Ventures into a cash shell, significantly reducing its debt and leaving it with holdings in Tooru, a minority share in Coldpress Foods Limited, and a dormant subsidiary, Ohso Chocolate Limited. As of December 31, 2024, the company’s unaudited balance sheet post-transaction shows cash and cash equivalents of £380,277, trade and other payables of £824,961, and net assets of £3,580,207.

S-Ventures has accumulated tax losses estimated to be in excess of £2.6 million, which could be utilized against future profits should the company engage in qualifying trading activities. The Board plans to consult shareholders on the most tax-efficient method to realize value from its Tooru shares, which may involve distributing some or all of the holdings, depending on upcoming investment opportunities and working capital needs.

Following the disposal, S-Ventures will seek new investment and/or acquisition opportunities across various sectors and jurisdictions, leveraging the Directors’ knowledge and contacts. The company anticipates the suspension of trading in its shares on the Aquis Growth Market to be lifted shortly, with details to be confirmed.

In line with the company’s streamlined structure post-transaction, Board members Stephen Argent and Alex Phillips will resign. Scott Livingston will assume the role of Non-Executive Chairman, and Bhanu Choudhrie will continue as a Non-Executive Director.

This strategic shift marks a new chapter for S-Ventures, as it repositions itself in the market and explores new avenues for growth. The information in this article is based on a press release statement.

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