S-Ventures PLC - Notice of GM and Proposed Transaction

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

S-Ventures plc

("S-Ventures", "SVEN" or the "Company")

Proposed Transaction with RiverFort Global Opportunities plc

Board Changes

Publication of Shareholder Circular and Notice of General Meeting

and

Trading Update

Proposed Transaction

S-Ventures plc (AQSE: SVEN), the health and wellness-focused company, is pleased to announce that it has entered into a sale and purchase agreement in relation to the disposal of substantially all of its operating subsidiary companies (the "Disposal Entities") and the transfer of substantially all of its liabilities (together, the "Business") to RiverFort Global Opportunities plc ("RGO"), an AIM-quoted investing company (the "Proposed Transaction"). Conditional on completion of the Proposed Transaction ("Completion"), RGO as enlarged will trade under the new name "Tooru plc" (AIM: TOO) ("Tooru" or the "Enlarged Group").

The Proposed Transaction represents a fundamental change in the Company's business and is subject to Rule 3.7 (Disposals) of the AQSE Growth Market Rules (the "Aquis Rules"). Under the Aquis Rules, Completion is conditional upon, inter alia, approval at a general meeting of the Company's shareholders (the "General Meeting"; "SVEN Shareholders") and an associated general meeting of RGO's shareholders. The Company will issue an explanatory circular (the "SVEN Circular") to SVEN Shareholders which is expected to be published on the Company's website (https://s-venturesplc.com/investor-information/) later today. The General Meeting will be held at 9.00 a.m. (London time) on 27 May 2025 at the Company's offices at 121 Sloane Street, London SW1X 9BW.

Under the terms of the Proposed Transaction, upon Completion the Company will: (i) receive 466,666,666 new ordinary shares in the capital of RGO (the "Consideration Shares") being equivalent to £3.5 million at a transaction share price of 0.75 pence per Consideration Share (the "Transaction Share Price"); (ii) novate to RGO obligations due to third parties totalling approximately £2.7 million; (iii) issue to RGO one new ordinary share in the capital of the Company in respect of the capitalisation of SVEN's approximate £1.5 million debt to RGO; (iv) capitalise amounts owing to the Company by the Disposal Entities; and (v) be owed approximately £0.8 million in cash from RGO to allow the Company to settle current creditors, of which approximately £0.4 million is to be paid to the Company on Completion with the balance to be paid not later than 30 June 2026.

In connection with the Proposed Transaction RGO has announced that, subject to approval of the Proposed Transaction by its shareholders, in addition to the Consideration Shares, it will also issue: (i) 356,335,200 new RGO ordinary shares in respect of the conversion of novated SVEN obligations (the "Loan Conversion Shares"); (ii) 13,274,213 new RGO ordinary shares (the "Fee Shares") to be subscribed by Fortified Securities in respect of part of its fees due; and (iii) up to 133,333,333 new RGO ordinary shares in relation to a Placing of up to £1 million of new ordinary shares at the Transaction Share Price (the "Placing Shares").

The principal effect of the issuance of Loan Conversion Shares and Placing Shares will be to reduce the financial indebtedness of RGO resulting from the novation of obligations by the Company. The issuance of the Consideration Shares, the Loan Conversion Shares, the Fee Shares and the maximum number of Placing Shares by RGO would increase RGO's total issued and outstanding share capital by 969,609,413 ordinary shares to a total of 1,745,013,600 ordinary shares, of which the Consideration Shares payable to the Company would represent approximately 26.7%. For more information the RGO admission document will be published on their website (https://riverfortglobalopportunities.com/).

Upon Completion, the Company will no longer have a trading activity and will become a cash shell which, under the Aquis Rules will be an enterprise company. The Company's unaudited Balance Sheet on completion is estimated to be as follows:

The Company, RGO, RGO's nominated adviser and Scott Livingston have entered into a relationship agreement as well as a lock-in and orderly market deed with respect to the Consideration Shares which, subject to Completion, shall restrict the Company from selling the Consideration Shares in certain respects but will not preclude a potential distribution or dividend in specie of the Consideration Shares to SVEN Shareholders. The Company intends to consult with SVEN Shareholders to explore the optimal method of realising value from its investment in RGO which may include a distribution of some or all of the Consideration Shares.

More information on the Proposed Transaction, including the recommendation of the independent director of the Company, will be set out in the SVEN Circular.

Related Party transaction

By virtue of their proposed directorships of Tooru, Scott Livingston, Stephen Argent and Alex Phillips are regarded as related parties under the Aquis Rules. Having exercised reasonable care, skill and diligence, Bhanu Choudhrie, as the Independent Director, believes that the related party transaction is fair and reasonable as far as the SVEN Shareholders are concerned. He therefore recommends that SVEN Shareholders vote in favour of the resolutions at the General Meeting ("Resolutions").

Notwithstanding the above, the directors of SVEN intend to vote in favour of each of the Resolutions in respect of their direct and indirect shareholdings which in aggregate amount to 53,654,772 Ordinary Shares representing 40.58% of the Company's issued share capital.

Board changes

Following Completion, the Company will no longer have a trading operation. As a result, the Board intends to reduce its size to reflect the Company's simplified structure. Stephen Argent and Alex Phillips will step down from the Board of the Company, and

Scott Livingston will become Non-Executive Chairman and Bhanu Choudhrie will remain as Non- Executive Director of the Company.

Trading update

Since the publication of S-Ventures unaudited Interim Financial Statements to 30 June 2024, in which a positive EBITDA of £0.8 million on £7.2 million of net sales was reported, the Disposal Entities have achieved sales broadly in line with those achieved in the first half of 2024. This continues to be the case for the current financial year commencing 1 January 2025.

Scott Livingston, CEO of SVEN, said:

"The team at SVEN have been able to build a great portfolio of wellness brands with distribution through highly credible retailers and other channels (including Ocado and Holland & Barrett) alongside an innovative technology company to complement this portfolio and generate third-party revenue in its own right. We firmly believe that the portfolio has significant potential for growth which will be enhanced and accelerated by the combination with RGO.

RGO has both the capital to deploy into the Enlarged Group as well as a highly credible shareholder base of leading institutions within the small-cap London listed market.

RGO is to be re-branded as Tooru following the conclusion of the Proposed Transaction. I believe that the quotation of the Enlarged Group on AIM will provide the Business with enhanced access to capital to fully execute its vision and drive profitability.

The SVEN portfolio comprises strong brands delivering healthy group operating cashflow that have been constrained by an over-levered balance sheet. This transaction significantly reduces that leverage and frees the potential of the portfolio under the Tooru banner to achieve real long-term value for shareholders. The management team will hold circa 10% of the issued share capital of the Enlarged Group following completion of the Proposed Transaction and, as such, we are confident that we are fully aligned with the shareholders of the Enlarged Group."

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of the Company is Scott Livingston, CEO.

Enquiries:

Important legal Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and the Enlarged Group. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.

The information in this announcement is subject to change. Persons considering making investments should consult an authorised person specialising in advising on such investments.

The contents of the Company's website nor or any websites accessible by hyperlinks on the Company's website are incorporated by reference into, and do not form part of, this announcement.