22 March 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN RIVERFORT GLOBAL OPPORTUNITIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF RIVERFORT GLOBAL OPPORTUNITIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
RiverFort Global Opportunities plc
("RGO" or the "Company")
Investment, portfolio redemption and proposed acquisition constituting a reverse takeover under the AIM Rules and suspension of trading on AIM
Highlights
· Disposal of debt and equity linked portfolio for
· Loan of
· Proposed acquisition of the businesses of S-Ventures plc to become a focused operating company listed on AIM
RGO is pleased to announce an investment in S-Ventures plc ("SVEN") in the form of a
Suspension of Trading in the Company's Shares on AIM
The Proposed Acquisition will constitute a reverse takeover ("RTO") under the AIM Rules for Companies (the "AIM Rules") as, inter alia, the Proposed Acquisition will fundamentally change the Company from an Investing Company into an operating business and therefore, in accordance with Rule 14 of the AIM Rules, will require application to be made for the enlarged share capital to be readmitted to AIM ("Admission"), the publication of an AIM admission document ("Admission Document") and approval by the shareholders of the Company at a general meeting. Also, in accordance with Rule 14 of the AIM Rules, trading in the Company's ordinary shares of
Background
RGO has traded for a number of years as an investment company on AIM, however, in recent years it has become increasingly difficult for RGO to remain attractive to investors due to its size and the fact that investors would prefer to manage their own diversification of their investments rather than for an investment company to do that for them. This has been confirmed through feedback from a number of shareholders and, the Board believes, further evidenced by the Company's weak share price performance.
Rationale
The Board believes that the Proposed Acquisition represents an exciting opportunity and would enable RGO to become an operating business with attractive potential for growth and the creation of shareholder value. RGO would bring additional funding to SVEN's operations and provide them with an AIM listing and better access to capital. Going forward, the enlarged group (the "Enlarged Group") would continue to improve its existing businesses, taking advantage of economies of scale and consolidation of infrastructure to support their growth. At the same time, the Board believes that there are a number of interesting acquisition opportunities available which would benefit from the team's expertise and existing infrastructure and enable the Enlarged Group to further scale its operations.
About SVEN
SVEN is focused on the health and wellness sector and owns a number of operating businesses comprising:
Juvela
Juvela manufactures and sells gluten-free and free-from products from its factory in Pontypool,
Market Rocket
Market Rocket Limited ("Market Rocket" www.marketrocket.co.uk) a dynamic, growth-focused digital agency that partners exclusively with product and brand owners globally to identify and realise significant digital business opportunities. Market Rocket works with a broad range of globally recognised brands, products, industry leaders, entrepreneurs and innovative disruptors. This diversity in Market Rocket's client base is due to its ability to identify opportunities, generate the traffic and conversion led strategies to address them and deliver key growth KPIs. SVEN acquired 100% of Market Rocket Limited in March 2022 for
Pulsin
Pulsin (www.pulsin.co.uk) is a well-established and highly respected plant-based nutrition company, excelling in plant-based nutrition technology, manufacturing and sales, with a focus on healthy protein bars, nutritional snacks and Keto bars. An expert in its field, Pulsin formulates and produces high quality plant-based products under its own brands as well as for third parties, many of which are household names, from its specialised facilities in
Purely
Purely (www.welovepurely.com) is a healthy snacking brand, offering a premium plantain crisp product, Purely Plantain Chips, in the
For the year ended 31 December 2023, SVEN expects the group to generate gross revenue of
SVEN was admitted to the AQSE Growth Market in September 2020 and currently has a market capitalisation of circa
Outline terms of the Proposed Acquisition
RGO would acquire 100% of the Business by way of an asset purchase in exchange for new equity in RGO. This new equity would be held by SVEN with a view to subsequently distributing these shares to SVEN's shareholders in due course.
The potential acquisition value of the Business would be
Disposal of debt and equity linked portfolio
In advance of the Proposed Acquisition, the Company's existing debt and equity-linked portfolio investment portfolio has been redeemed in order to provide additional cash funds for RGO going forward whilst, at this stage, RGO's other investments, including the new loan to SVEN will be retained. The debt and equity-linked portfolio currently comprises investments in circa 15 mainly
As the majority of debt and equity-linked investments are held by way of participation certifications ("Pcerts") issued by RiverFort Global Opportunities PCC Limited ("PCC"), it has been agreed that PCC will effectively redeem these certificates for circa
Under the AIM Rules, RGC, as the Company's Investment Adviser prior to the termination referred to above, is regarded as a Related Party and RGO PCC is an associate of RGC, therefore the Redemption is a Related Party Transaction under the AIM Rules. To that end, the Directors (being all the Directors) who have consulted with the Company's Nominated Adviser, believe that the redemption of the Pcerts is fair and reasonable in so far as the shareholders are concerned. In coming to their conclusion, the Directors have taken into account the benefits of being able to realise illiquid investments as well as the factors set out above under Background and Rationale as evidenced by recent announcements. In addition, the Directors anticipate substantial value creation from the Proposed Acquisition facilitated by the Redemption which would, if completed, transform the Company into an operating company as opposed to an investing company on AIM and therefore, in the opinion of the Directors, would lead to better value creation in the future for the Company and its shareholders.
Details of the loan
RGO has agreed to invest
At the same time, a new
Shareholder approval and Takeover Code
Once the Proposed Acquisition is further advanced, RGO will publish an Admission Document and seek shareholder approval for the Proposed Acquisition in accordance with the AIM Rules.
The proposed Acquisition will be by way of an asset purchase of the trading subsidiaries of SVEN and therefore will not constitute an Offer as defined by the Takeover Code. However, the Takeover Panel will be consulted in due course regarding the requirement or otherwise for the Company to seek a Rule 9 Waiver pursuant to Appendix 1 of the Takeover Code in respect of SVEN and other parties who may be acting in concert holding 30% or more as a result of the Proposed Acquisition and associated matters such as financing arrangements.
Philip Haydn-Slater, Chairman of RGO, said:
"We have listened to shareholders with a view to creating greater shareholder value and we believe that the Proposed Acquisition has the potential to create significant value. Clearly a transaction of this type will require shareholder approval, and once the transaction is at the appropriate stage, we will be seeking such approval."
Scott Livingston, CEO of S-Ventures plc, said:
"I am pleased that we have agreed a transaction with RGO PLC that will provide our businesses with additional funding and enable them to be further developed thereby creating additional value for our stakeholders. We very much look forward to working with the RGO board to implement these exciting plans in the coming weeks."
Enquiries:
RGO plc Philip Haydn-Slater, Chairman Nicholas Lee, Director |
Tel: +44 (0) 20 3368 8978 |
Nominated Adviser Beaumont Cornish Roland Cornish Felicity Geidt |
Tel: +44 (0) 20 7628 3396 |
Joint Broker Peterhouse Capital Limited Duncan Vasey/Lucy Williams |
Tel: +44 (0) 20 7469 0935 Tel: +44 (0) 20 7469 0936 |
Joint Broker Shard Capital Partners LLP Damon Heath/Erik Woolgar |
Tel: +44 (0) 20 7186 9950 |
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.